Fantastic Spider-Man
by KKD Silver
Summary: A new retelling of a classic tale for the hero's 55th Birthday. Peter Parker was an average teen before he got bit by a radioactive spider. After an incident with his uncle's death, Peter uses his powers for the benefit of others, becoming the hero Spider-Man. There are differences in the story that you can find out later.
1. Chapter 1

***Spider-Man walked on into a room, surprised by how silent it was. Then the instrumental version of the 60s theme from Spider-Man Homecoming began to play.***

 **Spider-Man: ...Well, what's going on here?**

 **KKD: *walks over* 55th Anniversary Celebration!**

 ***Spidey chuckled in response before seeing other Marvel heroes and some of his supporting cast***

 **Pikatwig: And we're celebrating in a big way.**

 **KKD: That's right.**

 **Spider-Man: So what's the plan?**

 **Pikatwig: Our own Spider-Man story that's separate from every continuity. While there may be some inspiration from Spider-Man The Animated Series-**

 **KKD: Quite a bit with what I know.**

 **Pikatwig: Some from Spectacular, maybe a nod or two to the Japanese Spider-Man show, a possible nod to some of the movies (all of which I've never seen beyond like the first ten or so minutes of the first Sam Raimi one), Ultimate Spider-Man, and All New, All Different Spider-Man (AKA the new Spider-Man cartoon). This'll be our own continuity.**

 **KKD: A completely new story with our takes on the characters. Hope it works well.**

 **Spider-Man: Whatcha gonna call it?**

 **Pikatwig: Well, I did some thinking and remember the title of the original comic that brought you to the world, Amazing Fantasy. While you've been the 'Amazing Spider-Man' for many years, there's never been an incarnation using the title 'Fantastic'. So, this is** _ **Fantastic Spider-Man**_ **.**

 **KKD: Not to be confused with the Fantastic Four.**

 **Spider-Man: Or the me that was their fifth member.**

 **KKD: Yea.**

 **Pikatwig: Speaking of some of the Spider-Men killed in Spider-Verse… how did Marvel vs. Capcom Spider-Man come back to life?**

 **Spider-Man: He had an extra life that kicked in after the Spider-Verse event ended.**

 **Pikatwig: Ah.**

 **KKD: Funny how that stuff works. But anyway, we'll try and keep things interesting for you guys while also adding our own twists to these tales.**

 **Gwen Stacey: So… why am I here if MJ's in this story?**

 **Pikatwig: Because.**

 **KKD: There are other reasons you can be involved, not just romantically.**

 **Gwen Stacey: Fair.**

 **KKD: And there are other characters who have been introduced into the Spider Mythos within the last 55 years both in and out of the main 616 universe, we got a lot of material to work with.**

 **Pikatwig: One character we couldn't determine if they would or wouldn't be in Fantastic is-**

 **?: Arrest that wall-crawling menace! He's nothing but-**

 **Pikatwig: ...J. Jonah Jameson.**

 **KKD: Who invited you?**

 **Jameson: Some tall guy in red.**

 ***The two writers turned to see Mephisto standing there, alongside both Deadpool and Silk***

 **KKD: Ok, none of Mephisto in this! AT ALL! I'd be more tolerable of Deadpool and Silk, but the former Pika doesn't even like, and the latter just throws a wrench into the works.**

 **Pikatwig: Only bits we're allowing of Mephisto is the tether he has to Doctor Doom's origin. You three are BANNED from** _ **Fantastic Spider-Man**_ **! So get outta here!**

 **Deadpool: Eh, I'm used to it from you two.**

 **Silk: AW~! You could rework my origins like you did the others, so why am** _ **I**_ **banned?!**

 **Pikatwig: You're needlessly convoluted. You got into the franchise because of a retcon about the radioactive spider.**

 **KKD: I… uh… right… kinda forgot about that.**

 **Pikatwig: And Deadpool also caused a Spider-Man retcon.**

 **Deadpool: Oh, bite me.**

 ***Spider-Man webs up Deadpool before Venom grabbed him and tossed him out***

 **Spider-Man: Thank you.**

 **Mephisto: ...I suppose I shall leave… not.**

 ***Spider-Man took out a Green Lantern ring, put it on, and then flung Mephisto into an alternate dimension***

 **KKD: Nice. Good thing you remembered that from one of our Spider-Verse stories.**

 **Silk: Uh… *gets glares from Gwen, MJ and Felicia* I'm just gonna show myself out. *Sighs as she leaves***

 **Pikatwig: Bye. Sorry about those interruptions.**

 **Jameson: HEY! DON'T YOU DARE HONOR THIS MENACE!**

 **Pikatwig: ...can somebody kick him out?**

 ***KKD sighed before he and Spidey, in unison, kicked Jameson out the window***

 **KKD: As much as I hate to say it, you're better off this way, Spidey. What If Vol 1 #19 gave you a much worse scenario with him.**

 **Spider-Man: Noted. Still… my franchise is 55.**

 **MJ: Crazy to think about, huh, Tiger?**

 **Spider-Man: Yep.**

 **KKD: And no, Joe Quesada, we're not gonna go by that stupid book you made, the events of that are NEVER happening in our story!**

 **Pikatwig: One More Day is also banned. ...and the fact Dr. Strange couldn't heal Aunt May makes no sense when, in one crossover with Spider-Man, Strange healed a person from a bullet wound… and Spider-Man was in the same room when that happened.**

 **KKD: Yea, Quesada, you are dumb. I don't know why you insist on staying on ANY project that includes the Wall-Crawler today.**

 **Pikatwig: He's working on the new Spider-Man cartoon… but that's about it.**

 **KKD: ...He better retire soon.**

 **Pikatwig: Anyhow… let's go ahead and begin** _ **Fantastic Spider-Man.**_

 **Disclaimers: Neither KKD nor Pikatwig own anything in this story as it is a fan-based project. Spider-Man and any associated properties within are owned by Marvel Comics, Walt Disney Studios, Stan Lee, Steve Ditko, and their respective creators and owners. The only things the authors own are the original concepts and idea introduced within.**

* * *

" _I'm sure by this point that a lot of you know my name. But for those of you who don't my name's Peter Parker, better known as the Spider-Man…"_

Peter was presently asleep in his room, snoring a bit loudly in bed, as somebody slowly opened the door.

" _Well… I'm not Spider-Man right now. Admittedly, this was just another lazy day before school started. Then again, it was like this alot, even before I became Spider-Man, but that's besides the point."_

"Hey Peter," a voice called out.

" _That's my Aunt May, in case you're wondering. I live with my aunt and uncle and have been ever since my parents died. Not that I knew them much…"_

Peter continued to snooze a bit until he heard a knock at the door.

"Peter Parker, get up! You'll be late for school!" Aunt May called out.

"SHOOT!" Peter yelled as he snapped awake instantly, rushing to get his clothes on and then saw his phone and the day read 'Sunday', "...REALLY, Aunt May?!"

"It's your last week before school starts. You'd best use it to have some fun."

Peter sighed a bit before scratched the back of his head.

"Anyway, I did want you to get up 'cause I made you some pancakes for breakfast, and you don't want them to get cold now."

"On my way…" Peter responded as he threw on a t-shirt and some sweatpants before he headed downstairs and saw his uncle eating one of the pancakes, "Hey!"

"Mornin' Pete. You weren't up yet, so I decided to have some."

The brown haired boy with blue eyes simply laughed at his uncle, adjusting his glasses before taking a plate and eating some pancake alongside his uncle.

" _That's my Uncle Ben. He's always been the best uncle in my life, always helping me out and acting like my dad. He may not know everything, and he admits to that, but he's the best I got."_

"So, you nervous going back to school, Pete?" Uncle Ben asked as Peter ate.

"Not really," Peter responded, "I've got Gwen, MJ, and Harry, so I think I'm gonna be fine."

"There's more to life than girls, Peter. You really need to stop toying with those two and pick one if you want a girlfriend that badly," May retorted, making Peter flush a bright red, "Or is there another girl we don't know about…"

"A-Aunt May! Knock it off! Please!" Peter begged. His aunt simply giggled a tiny bit as she ruffled Peter's hair before she laughed, "...it's not funny."

"Oh Peter, you have to learn to take a little think we like to call a 'joke'."

Peter sighed a bit before he finished eating.

" _The rest of my summer was spent hanging out with my good buddy Harry. He was my best friend along with Gwen and MJ, and they really helped me out. I kinda got picked on because of how smart I was…"_

"Hey, Parker!" a voice called out, making Peter turn to see the blonde haired quarterback of his high school, "What's the matter? Scared?"

"Just ignore him Pete," another male voice added this male having brown hair and gray eyes along with a white top and black pants.

"Yo Parker! I'm talkin' to you! You just gonna hide behind your friends?!"

Peter simply walked away alongside his buddy, giving him a fist bump as they headed into a limo that drove off.

" _Not gonna lie… after I got my powers, it's gotten_ very _hard to resist the temptation to smack Flash with them. That is, if it weren't for some stuff that happened…"_

"The girls are already at my place and ready for our party, Pete," his buddy informed, "C'mon, let's just relax until we get there."

"Yeah, you're right Harry," Peter smiled.

" _Reason Harry's got a limo is because his dad's filthy rich. And that is thanks to the Osborns owning one of the biggest names in pioneering technology for the future, Oscorp. They do face major competition with Stark Industries, but they still have at least a good, fair, side to their competition."_

The limo pulled up at the Oscorp Building and the two tweens walked up to an elevator that took them up to the Osborn living area. It had a full window view of the city along with some of the most luxurious technology. Currently sitting on the couch were two girls, one with blonde hair, glasses on top of her blue eyes wearing a white top and blue jeans, the other having red hair, green eyes, and wore a black shirt with blue shorts.

"Hey boys, what took ya?" the red haired girl asked.

"Sorry girls. Flash slowed us down, and the limo driver took a while…" Harry apologized.

"Sorry about that." Peter apologized.

"Hey Peter," the blonde waved.

" _These are Gwen Stacey and Mary Jane Watson. Gwen's been my friend since 5th grade, having stuck by me ever since, and she's really close. MJ on the other hand, oh man, I met her just last year when her grandmother and my aunt set us up on a blind date. It was a bit awkward to say the least, but I liked to hang out with her. Harry accepted her into our group pretty quickly, but Gwen… it took her a little while. I guess she saw the blind date as a regular one, making her think I was dating her. But I assured her we were just friends, and nothing more."_

"Hey Harry, do you think we can ever see the labs?" Peter asked.

"Yeah, that'd be really cool to go see," Gwen added.

"...uh… I'd have to ask my dad about that. After an incident that occurred ten years ago, he prefers to keep work kind of hush-hush," Harry admitted.

"Oh yea, that incident with somebody turning into a monster…" MJ realized.

"Uh…" Peter stammered, "Wanna play a game or something?"

"Sure, what did you have in mind?"

"Uh… I brought Super Ninja The Unity. Want to play?" Peter nervously asked.

After a moment, nods of agreement came in response. The four soon set the game onto a table and began to roll the dice to determine attributes.

" _This is part of why I like to hang out with them. No matter what I bring up, they completely understand my interests and respect it. You may wonder if they know that I'm Spider-Man nowadays. ...long story we'll be getting to."_

A few hours passed and Peter and the girls soon headed for home, Harry bidding them farewell as Gwen and MJ both walked alongside Peter.

" _I get the impression they both like me. But I don't feel ready for that step."_

* * *

" _School soon enough began and all four of us got into the same homeroom. Lucky us. We even got a pretty cool homeroom teacher, too."_

"Welcome to the tenth grade. My name is Curt Connors and I'll be your homeroom teacher," a teacher with brown hair, blue eyes, and wearing a green t-shirt, white lab coat, blue jeans and black shoes, but what was most notable was that his right sleeve was tied up in a way to show that he was missing that arm, "And yes, I am missing an arm. No, I do not wish to say why. It's… personal."

"Were you in a war?" Flash quickly asked.

"...no."

"Guys, please leave him alone about that, ok?" Harry quickly said.

"Thank you Mister…"

"Osborn. Harry Osborn."

"Thank you, Mr. Osborn. Now the-" he began before he looked at Harry, "...the son of the man who runs Oscorp, right…?"

"That's right. Why ask?"

"...I used to work for your father's company," he said simply, then taking a deep breath, "I don't wish to discuss that further either. Now then, I shall begin rollcall to learn your names."

" _I'll save you the trouble of listening to everybody's name and skip to the people who'll be important."_

"Felicia Hardy?"

"Here," a girl spoke up, revealing herself to be a platinum blonde girl with blue eyes, wearing an all black ensemble.

"Harry Osborn?"

"Here," Harry smiled.

"Peter Parker?"

"Right here!" Peter said quickly as he raised his hand.

"Gwen Stacey?"

"Here!" Gwen stated.

"Flash Thompson?"

"Sup?" Flash responded as he leaned back in his seat

"And Mary Jane Watson?"

"I prefer MJ," she informed.

"Understood,"

" _The first day back tends to not be very interesting… but I did get to befriend Mr. Connors."_

"Thanks for your help carrying the papers," Conners thanked.

"No problem," Peter smiled, "I'm just doing what I can to help a teacher."

The teacher gave a small smile as Peter opened up the door and put the papers down on a table nearby.

* * *

" _It took until the second week for life to turn… unexpected…"_

"And now class, I'd like to announce that next Friday, we will be taking a field trip to Oscop Industries' main laboratories," Conners informed, nobody noticing a look of annoyance on his face, Harry himself looking a bit indifferent while Peter got a big grin upon hearing the news, "We'll need you to have your parents fill out the forms on your table."

"That means Parker can't go! He doesn't have parents!" Flash yelled.

"...low blow, Flash. Low…" Gwen said as she glared at him.

"You do realize the form also permits guardians to fill out the form, right?" Connors stated as he didn't even look at Flash as he spoke, but he could tell that Flash simply rolled his eyes.

* * *

"You ok, Peter?" Gwen asked as she met up with him after class.

"Yea, why'd you ask?"

"What that jerk said earlier."

"Oh don't worry, I'm too excited about the field trip," Peter said with a large smile.

"Well, glad to hear you're ok," Gwen smiled, "Do you have everything you need to go?"

"Just need to get Aunt May to sign this form."

"Cool," Gwen smiled as Peter headed off, "See you tomorrow…"

* * *

" _The day soon arrived, but we had some bad news…"_

"So, I've got some bad news," Harry informed as he walked to the teacher's desk, "Mr. Conners had to call in sick."

"Does that mean we won't get to go?" Gwen asked.

"Not to worry. My dad has today off and is able to chaperone us," Harry smiled, "So we're still going."

The class happily clapped in response to this, apart from an annoyed Flash.

* * *

"Welcome to Oscorp," a man with black hair, brown eyes, and then wearing a white lab coat over a green top, brown pants, and black shoes, "My name is Norman Osborn, president and CEO of Oscorp Industries. You probably knew that, but today I am your tour guide. Now then, I know that your teacher had assigned you into partners. Please get with your partner so that we may begin our tour."

Gwen and MJ high fived, Harry walked over to Flash, and Peter headed over to Felicia. Peter attempted to speak to her, but the platinum-blonde simply answered a text on her phone.

"Ms Hardy, need you be reminded you must pay attention?" Norman asked.

"Hang on a second…" she responded as she finished her answer to the text and slipped her phone away, "Sorry. Something from my dad."

Norman gave a small nod before he guided the class in, showing them the many experiments that he had on the first floor. Most of the class looked impressed at this site, Harry just stood with a look of pride knowing that his dad made most of these things. Eventually, they arrived at one of the rooms where they were testing a new weapon and Felicia had stepped away to look at something else. Peter tailed after her and saw her looking at people working on a project with a label on the door reading 'Authorized Personnel Only'.

"Uh, Felicia, I don't think we're supposed to go in there," Peter spoke, but Felicia walked away, "...are you ignoring me?"

"Honestly… I'm just not very interested in this…" she responded aloofly.

Peter gave a sigh before he noticed something on the window sill by the door, reaching up to figure out what it was, "A… spider?"

Felicia had walked away and left Peter alone with the spider.

" _And this is when the wheel of fate had begun to turn. Little did I know that little spider was going to change my life…"_

"OUCH!" Peter screamed after the spider bit him, but his classmates had all already gone on ahead. Peter held his hand in pain before feeling a little bit dizzy. He then saw a bathroom and ran into it, the bathroom being vacant, and nearly passed out while inside it.

Peter soon splashed water on his face before he heard somebody enter.

"Peter? What happened?" Harry asked.

"Huh? Harry? Sorry… I'm not feeling too good. I got bit by a spider…"

"Huh… I thought my dad had paid to get this place sprayed for spiders…" Harry commented, "Need me to get you home?"

"...I dunno…" Peter responded as he sat down on the ground, taking off his glasses to rub his eyes a bit, "...maybe… I don't know…"

Harry looked to Peter with concern as he walked out to join the class. Peter, meanwhile, ended up outside of the Oscorp building and ended up with his hand stuck on a wall.

"Huh? What the…?" he muttered as he tried to pull his hand off, but it ended up yanking out a brick. The building still stood, but the brick was stuck to Peter's hand, "Oh come on!"

"Peter?" Gwen called out as she and MJ walked out to try and find him, "...Peter, where are you?"

"You don't think Flash hurt him do you?" MJ asked.

"I doubt it, but it's possible…"

" _I still felt funny, so I didn't reveal I was outside to the girls. I had to find my way somewhere where I could figure out what happened. But one of my newfound senses… it shouted pretty quick."_

Suddenly, Peter felt a tingling in the back of his head, "Wait, what? What the…?"

He ducked behind a pillar as the girls walked over to where he was standing before had hidden from them. He tried to keep his cool before they girls walked back in.

" _I had suddenly gained abilities like a spider, somehow. I soon found I could wall-crawl shortly after that. I did eventually text the others that I felt ill and had gone home. With that out of the way, I could quietly learn of my new powers in peace."_

Peter, now wearing a ski-mask, was walking alongside the side of a building.

"Ok… so I got the ability to crawl on walls, I'm as agile as a spider, and a sort of sixth sense… a Spider Sense…" he muttered before he eventually saw MJ, Gwen and Harry on their way to his house, "...shoot."

He quickly ducked inside a trashcan before he lifted up a mailbox and flung it to an alleyway to distract his friends. Peter quickly ran for home and ducked into his room to avoid anything looking fishy.

"Calm down, Peter, calm down…" he mumbled, taking deep breaths and taking a moment to mentally prepare himself before heading downstairs, "Hi guys."

"Hey Pete," Harry smiled, "You feeling better?"

"Yea… yea, I'm fine," Peter assured.

"Well… we got you something," Gwen informed, "It was Harry's idea to get it."

They then handed Peter what looked to be a pocket-sized notebook and pen that had the Oscorp logo on them.

"Oh wow… thanks guys," Peter smiled as he hugged them all.

" _These guys really are the best friends I ever had. So… why didn't I tell them I'm who I am now? Well, I didn't want people to go dissecting me like a frog experiment, and I didn't want them hurt… or Harry to get into any trouble."_

"Hopefully we'll see you in school next week," Gwen smiled as she headed off.

"I'm sure he will," MJ assured, "He never misses out on classes, right Peter?"

"I will."

"That's good to hear," MJ smiled before she had to head off as well.

"Uh… Peter? Did you get new glasses… something about them looks funny…" Harry asked.

"What makes you say that?" Peter responded.

Harry stared at Peter's glasses, which now lacked lenses, for a whole minute, "...I dunno. Just… something… can't put my finger on it. Anyway… I gotta get home. Dad said something about an experiment getting loose and he doesn't want me out until it's found."

"Ok," Peter nodded.

" _I poked out the lenses on my glasses. Forgot to mention that my eyesight had been improved ever since the spider bite, but I couldn't just let the guys know that. And the experiment that Harry was talking about? I'm gonna give you guys three guesses… and the first two don't count."_

* * *

"You lost the spider. HOW DID YOU LOSE THE SPIDER?!" Norman Osborn yelled in anger.

"I'm sorry, sir! It must have found some hole in the casing and-" an employee began to speak before Norman slammed his fist against the table.

"Find that spider! I want it captured before it can bite somebody!"

"Yes sir!"

* * *

"Okay, let's see here…" Peter muttered, adjusting something on a watch-like device.

" _Yea, the spider never gave me the power to shoot webs. Had to figure that out on my own."_

"Peter?" Aunt May's voice called from behind his door, "Are you ok?"

"Yeah."

"Ok, just so you know, dinner'll be ready soon!"

"Alright," Peter nodded as he resumed work on the watch, "Now just adjust the pressure and...find something to test it on."

He began to think before he heard a knock at his door, "Yes?"

"Pete, can I come in?" Uncle Ben asked.

"Uh… j-just a moment, Uncle Ben!" Peter responded, putting the watch away and hiding any notes in relations to spiders, "Come in."

The older gentleman entered and smiled, "You feeling ok? Heard you weren't feeling well and had to come home early."

"Yea… weird spider bit me… had some kind of… allergic reaction," Peter told his uncle

" _To be fair, that wasn't totally untrue. I don't like lying to Uncle Ben, but I was scared."_

"I thought the tests said you were only allergic to almonds, bananas and cherries."

Peter thought for a moment, recalling that and quickly thinking something up, "The bite created something like an allergic reaction. It was some really strange spider… not something I saw before."

"Alright…" Uncle Ben nodded in response, seeming to understand, checking Peter's hand, "At least the swelling went down."

Uncle Ben then proceeded to take out some paper bandages from his pocket and wrapped them over the bite.

"Heh… you're always prepared…" Peter smiled.

"I try to be, Peter, I try to be…"

* * *

" _After perfecting my web-shooters, I decided to figure out what to_ do _with my newfound powers. It wasn't easy to figure out as there were a ton of things. Then I figured, why not try something I wouldn't go near normally? And so I applied for a wrestling competition. Then… I made myself a costume."_

Peter was seen working on designs for the costume before settling upon a red jacket, blue pants, red sneakers, and a red ski mask. He then sketched out a spider symbol on the jacket in black, and added on a pair of white tinted goggles on top of the mask.

"There we go. Now for a name… hmm... ah… I know…"

* * *

"Ladies and gentlemen, presenting… Spider-Man!" a person yelled into a microphone.

"...n-no. It's the Human Spider…" Peter responded.

"That's a stupid name, just get out there!" the employee told Peter, making him walk out to the ring.

"And Spider-Man isn't?" he mumbled.

"And now for his opponent! Crusher Bonesaw!"

At that moment, on the other side of the stadium, a huge muscular man with a massive beard walked out, let out a growl and then bashed the camera next to him in with his head.

"...he destroyed that with his head…" Peter gulped.

"Just keep calm," the guy who was managing Peter whispered, "You only gotta last until somebody's tossed out of the ring."

The teen in red gave a small nod before bracing himself as he looked at the larger man. Peter looked over this and began to strategize, but the bell rang and Crusher just rushed in. The Spider-Sense managed to alert Peter in time to dodge, and he continued to do so, flipping back to the corner before he grabbed Crusher, sending him into one of the ropes and then used his web-shooters to trip him over the edge. Everybody looked on in amazement, and in silence at first.

"Ladies and gentlemen, your new champion… SPIDER-MAN!" the announcer yelled.

The crowds cheered in response.

* * *

After that, Peter was given a belt and was on his way home admiring his prize when he suddenly heard some footsteps.

"INCOMING!" a man in a gray hoodie shouted, running towards Peter.

"Hey! STOP HIM!" the officer chasing the man hollered, Peter simply stepping aside, yawning a bit, as the man leaped into a car next to him.

"Thanks bub," he smirked with a salute before Peter just began to walk for home.

"...thanks for nothing, jerk," the cop growled at Peter.

"Hey, not my problem, pal!" Peter yelled in response, walking away.

" _That was one move I would regret for the rest of my life."_

* * *

Peter was asleep in his bed, squirming a bit as he was thinking of how to explain the belt to his aunt and uncle. He then got up and headed downstairs to get some water, still a little groggy, unaware that somebody was trying to break in.

" _This was the night where everything in my life changed forever. To think it could've been prevented… I could've stopped that man… instead, as consequence for my stupidity…"_

The crook walked into the house and smirked as he prepared a gun. Uncle Ben walked into the room, unaware of the person with the gun, "Peter?"

"Oh, hey," Peter responded, "Just getting some water."

Ben was about to take Peter back up when they heard the crook prepare the gun, the clicking making Ben turn to see the crook, "Wha-?"

"Don't move!"

Peter suddenly looked, but saw only the man's clothes as the shadows blocked the view of his face.

"Peter? Ben?" Aunt May called as she walked out, not sure what was happening before the crook turned the gun on her. Uncle Ben ran over and tried to pull the gun away from the criminal, who struggled against him and-

BANG!

"Uncle Ben!" Peter yelled.

May just gasped as Ben fell to the floor, Peter running over to him as the crook began to try and gather some stuff to sell.

"Peter… May…" Ben weakly uttered, reaching to them.

"U-Uncle Ben! Please, stay with us!" Peter begged.

"Peter… please stay safe…" Ben told him, his hand getting colder before he fell limp in Peter's arms.

"Uncle Ben… Uncle Ben… please no…" Peter mumbled, hugging his uncle's body tighter before he saw the thief trying to escape, "...oh no you don't!"

Peter then used his web shooters to trap the thief before he could leave, Aunt May looking surprised by this as the thief aimed his gun at Peter.

"You asked for it, punk!" he shouted, only for Peter to web the gun to the point that it couldn't fire, "Uh…"

"You're gonna pay for this!" Peter yelled as he walked over and tore the mask clean off of the thief, but then he recognized the crook's face upon closer inspection.

" _It was the crook from the night I finished my stint at the arena… the one I could've stopped. ...hindsight stinks, doesn't it?"_

Peter slowly stumbled backwards until he was forced against the wall, shocked at this. At that moment, May reached for the phone and called the police.

* * *

"We're sorry for your loss," a cop told Aunt May and Peter, "This man will be going away for a very long time."

"If only that Spider idiot had stopped him earlier…" another cop added.

Peter looked away in response, tears streaming from his face, while May was simply looking in confusion. Peter then watched as the crook was put into a squad car and driven away.

* * *

" _I told Aunt May about what happened to me with the spider, since she witnessed my webs I couldn't leave her in the dark."_

"So… you're some sort of spider man now?" Aunt May asked when everyone else was gone.

"Yea… basically," Peter confirmed, "...I could've stopped that guy before. I could've prevented all this… but instead, I let him get away and now… now… now…"

Aunt May then pulled Peter into a hug to comfort him, "...so… what are you gonna do with those powers now?"

"...what was it that Uncle Ben said once? 'With great power comes great'... something?"

Aunt May giggled a bit before she spoke, "'With great power comes great responsibility'. That's what he said."

Peter soon tried to calm down, thinking of those words, and soon realizing what he needed to do…

* * *

" _Some weeks after that, and with a new costume that my Aunt May made for me, I made my proper debut…"_

There was a shooting as some cops were trying to stop a bank robbery. Up above stood a figure in red and blue, eyeing the scene before he shot webs down at the robber's hand, webbed up the gun, webbed the crooks to a wall, and then headed off. Everybody watched as he headed off with an amazed looked.

" _So, the next time you see me swinging by your window, know that although I've been called many things… a menace, evil, a villain, a pest, a nuisance, annoying... amazing, spectacular, sensational, ultimate… you'll know me best as… the fantastic Spider-Man!"_

* * *

 **Pikatwig: Yes, the final line was borrowed from the final web-short of the new Spider-Man show.**

 **KKD: Totally worth it. This pilot/first chapter is certainly a cool one to work on.**

 **Pikatwig: And a new long-term project for your account.**

 **KKD: Oh yea… like I don't have a ton of those already…**

 **Pikatwig: I do wanna bring up the 'with great power comes great responsibility'. An Uncle Ben of another reality says the full line is 'with great power there must also come great responsibility'... but nobody really remembers that missing part. And, another thing, Uncle Ben never actually originally said that line in the original Amazing Fantasy comic.**

 **KKD: Yea, oddly enough, it was Stan Lee in the text boxes who said it.**

 **Spider-Man: And that's been retconned to him saying it. A lot of times…**

 **KKD: You have no idea… well, I mean you do, Spidey, but… but not the average reader an-**

 **Spider-Man: I get it, man, it's cool.**

 **Pikatwig: And before anybody asks us to assign this version of Earth… I don't know what to number it yet.**

 **KKD: We'll figure out the number later on. More than likely, this won't be connected to the Spider-Verse series of stories I've been posting to DA, and even if it will, it'll be for a much bigger event. We'll have to wait and see on that.**

 **Pikatwig: Overall thoughts of this chapter?**

 **KKD: It turned out very good. I could tell you wanted to cut it short somewhere, but it was doing great. I didn't want to split this into a multiparter, so best get it all out in one chapter, right?**

 **Pikatwig: No, I was asking 'should we'. I didn't know if we should split it or not, so I just asked 'should we'. Also… I wanna bring up two other bits from production. *presses a button to pull up the security footage of the two working on the story's notes***

 **-Footage 1-**

 **KKD: Ah, the Silver Surfer. Ok… *begins to write down some details about the character, before seeing some of what Pikatwig wrote* Huh? ...sibling? *looks it over* ...are you confusing the Silver Surfer with Quicksilver?**

 **Pikatwig: ...yes.**

 **KKD: Seriously? How can you confuse Noran Radd with Pietro Maximoff? Not even the same person!**

 **Pikatwig: I'm tired and their names both have 'silver' in it.**

 **KKD: *sighs***

 **-Footage 2-**

 ***The two were discussing the possibility of Inhumans in the story, or at least three of them, and Pikatwig was looking up some info about the X-Men***

 **Pikatwig: The dust that made people into Inhumans actually killed Cyclops.**

 **KKD: Huh?**

 **Pikatwig: You know… the X-Men with concussive blasts.**

 **KKD: Seriously? ...that doesn't make a lick of sense. Maybe we should make it where it doesn't kill mutants.**

 **-End footage-**

 **KKD: Similar to you about the chapter length, it was just a suggestion that last one.**

 **Pikatwig: I don't get why they've phased out the X-Men and the Fantastic Four. Heck, the Fantastic Four have all gone missing and Peter owns the Baxter Building right now.**

 **KKD: Crazy, right?**

 **Spider-Man: I miss those guys…**

 **KKD: You're not the only one.**

 **Pikatwig: Heck, as far as we know, they're not gonna be in Marvel vs. Capcom Infinite. That's more than a wee bit disrespectful because, without the X-Men, there wouldn't BE a Marvel vs. Capcom, cause the series started with X-Men vs. Street Fighter.**

 **KKD: Yea, I know, right? Seriously, Marvel? Here's an idea. Just buy back the rights from Fox and you can get the entirety of the MCU back together. Or if you won't listen, Fox… for once, let your contract with those properties expire so you don't have to worry… *sighs* Who am I kidding, if Fox is making money, they won't listen.**

 **Pikatwig: There's no SOUL in making something just to make money!**

 **KKD: *sighs* Man… anyway, enough of that sad stuff. Favorite part?**

 **Pikatwig: Just seeing Peter hanging out with MJ, Gwen and Harry. That was honestly really sweet.**

 **KKD: Yea. Overall, I think the chapter was fun, so much that I can't find a favorite part.**

 **Pikatwig: Alright.**

 **Spider-Man: Nice job guys.**

 **Pikatwig: Thanks.**

 **KKD: Well, you know who we are. Ore wa KKD Silver…**

 **Pikatwig: ...this is padding…**

 **KKD: Nice to meet you Padding. *Pikatwig sighed* Nevermind... Anyway we'll see you next time. *salutes* Jaa ne.**

 **Pikatwig: Just Live More.**


	2. Chapter 2

**Pikatwig: Well… that took longer than expected. *sighs* So… what kept ya? Getting Spider-Gwen out of that paywall?**

 **KKD: I- wait, what?**

 **Pikatwig: Some stop motion I saw today where numerous Marvel and Capcom characters got locked behind a paywall for Infinite.**

 **KKD: Oh yea, I saw that… hold up, it was made by the same guy who did something similar with Smash 4, thanks to Goku popping up out of nowhere.**

 **Pikatwig: Took us a bit to get Spider-Gwen and Venom out of there… but I found somewhere to lock up people who are banned from this story.**

 **-Meanwhile-**

 ***Silk and Mephisto both sighed as they watched Deadpool shoot at a wall with a dollar sign***

 **Silk: Give it up. We're stuck here…**

 **Deadpool: NEVER! I! REFUSE! TO! STAY! HERE! *bashes fists against the Paywall***

 **-Back with Writers-**

 **Pikatwig: Yep. *relaxes* I am content.**

 **KKD: Figured.**

 **Gwen: So… how would they ever get out?**

 **Pikatwig: ...I dunno.**

 **KKD: We'll figure that out later. Anything else worth noting before proceeding? Aside from college possibly keeping these from being updated faster than we'd hope?**

 **Pikatwig: We recently finished a review of the origins and first two episodes of the new Spider-Man cartoon.**

 **KKD: Yep.**

 **Pikatwig: …**

 **KKD: ...I still can't believe Doc Ock is that short. Seriously, they made him at LEAST as tall as Peter in most media prior. I'm telling ya, he's getting shorter every incarnation.**

 **Pikatwig: Least it gives a good reason why he builds the robotic legs.**

 **KKD: ...good point, actually. At least with how short he is. I was satisfied with them being used to safely managed unstable chemicals in previous versions.**

 **Pikatwig: Ok…? Uh… let's begin.**

 **KKD: Yea. Begin.**

 **Disclaimers: Neither KKD nor Pikatwig own anything in this story as it is a fan-based project. Spider-Man and any associated properties within are owned by Marvel Comics, Walt Disney Studios, Stan Lee, Steve Ditko, and their respective creators and owners. The only things the authors own are the original concepts and idea introduced within.**

* * *

" _Spidey here. I've been at this superheroing thing for about… what, two weeks now? And things have been getting pretty smooth in crime fighting… I just hope I'm doing the right thing. If only Uncle Ben could see me…"_

Peter looked at his locker and at a picture of himself with Aunt May and Uncle Ben on it. Gwen, MJ and Harry all looked from a distance, unsure of what to do or say.

"...somebody want to say something to him?" Gwen whispered.

"Why don't you say something?" Harry asked.

Before MJ could add anything in, the bell for class rang and the group headed for their homeroom.

* * *

The four friends soon returned to their homeroom with Dr. Connors talking about announcements for the rest of the semester. Peter listened with half-interest, focused mostly on his thoughts of his deceased uncle.

Dr. Connors seemed to notice this, but continued talking to the class, "As I was saying, we will be having numerous projects over the year. So make sure you study up and have a good team for group projects. I will tell you when you need to make groups when it is necessary, but I felt it would be good to let you know. Until then, it's fine if you mingle a little bit. But… Peter Parker?"

"Yeah?"

"Is it okay if I have a word with you outside?"

"Uh… sure." he nodded before he followed the teacher out into the hallway, "What's up?"

"Are you ok, Peter?"

"...what do you mean?"

"You've been kind of spacing out in the middle of class lately. Is something the matter?"

"...my uncle was killed a few weeks ago…" Peter informed.

"Oh… I'm… sorry to hear that…" Dr. Connors apologized, "Uh… I don't know what to say…"

"Don't worry, I'll get over it. Just… trying to cope with it…"

His teacher simply nodded before motioning for Peter to head back into class and following Peter back in after he went in.

* * *

"Hey, Pete?" Harry called out after school had ended.

"Yea?"

"You feeling alright? I know what happened to your Uncle and…"

"I'm going to be alright…" Peter assured, "It's just gonna take some time to get used to it…"

Harry was about to speak again, but Peter had begun to walk away. Harry then sighed before proceeding to head for a limo to head for home.

* * *

" _I honestly felt like trash because I could've stopped him from dying… right before my own eyes..."_

Peter simply kicked a pebble into a nearby trashcan and tried to fight back crying.

" _I was a total wreck on the inside. Sure, Aunt May was still around, but Uncle Ben was gone…"_

"Peter?" Aunt May called as Peter was standing outside the house, "Peter, what are you doing out here?"

"...being sad…" Peter responded.

"Still thinking of Uncle Ben?"

"Yeah…"

Aunt May walked over and pulled Peter into a hug as he struggled to not cry. She petted his back a tiny bit as he simply embraced her back, "Easy dear…"

"I feel so stupid…" Peter responded, "I could've stopped that man before he killed Uncle Ben…"

"Everybody has their time to go…" Aunt May told him, "Your parents had their time… and your uncle also had his time."

"...so… what you're saying is… he had to go?"

"If this comforts you at all… Ben's back with his brother now. It'll be alright…"

Peter simply nodded, tears falling from his eyes, before his aunt guided him back inside, "So… uh… you're cool with me doing what I'm doing, right?"

"I'd still want you to be careful… but I'd be more than happy to support your efforts in memory of your uncle, Peter."

"...uh… how?" Peter curiously inquired.

"I'll do whatever I can…" she assured, "I may not be as smart as you are, but I have ways to help. Whether it be with fixing your costume or helping you get some info on the bad guys."

Peter simply smiled a bit at his aunt, a bit surprised she would actually do that, before he took off his book bag and proceeded to take out a book, "Well… for now… I'm gonna get to homework. I need to catch up before I gotta go web-swinging."

"I understand, Peter."

* * *

The bank sat relatively quiet as the sun began to set and the clerks began to prepare closing shop before a strange smoke stack floated from outside. This confused many people who were there before they began seeing what looked to be green monsters. They began to panic as the monsters seemed to strike them down before a man in an ornate green costume with golden gloves and ornaments, a violet cape, and a glass dome for a helmet that was impossible to see into. He walked into the bank with the guards in hysterics and simply stood before them.

"If you know what's good for you, bring the money out here."

The guards simply nodded and quickly brought money out of the vault to the helmeted figure. The figure chuckled in response, taking the money before he tossed a smoke bomb to the ground and vanished.

* * *

The next day soon rolled around as Gwen was preparing to head for school.

"Hey, dad?" Gwen asked, getting the attention of the man with graying blonde hair, green eyes while wearing a white shirt, black tie, black military pants and boots , "Have you seen my phone?"

"You left it on the kitchen counter," he informed as he was looking over some crime reports, "I might be out later tonight seeing the recent string of crimes."

"Alright," Gwen nodded as she picked up her phone as she soon headed for the door, "Good luck with work."

"...thanks," he smiled softly as Gwen exited while he skimmed over the reports.

* * *

Back at school, Gwen met up with Peter as they were waiting for MJ and Harry to show up.

"Hear about those recent robberies?" somebody behind the two asked another person.

"Yea, real crazy. Heard something about them involving people being stuck in laughing fits and seeing all kinds of crazy creatures…"

Peter made a mental note of this as he waited a bit before Harry and MJ walked in, "Hey guys."

"Sorry we're late…"

"No, bell hasn't rung yet," Peter assured.

"Really?" Harry asked, checking the clock, "Sheesh. All this tech and I still forget Daylight Savings time."

Peter, Gwen and MJ all laughed a little bit at this, Harry chuckling nervously as he sat down.

* * *

"So, there's a bank robber casting magic, huh?" Spider-Man muttered as he looked around a bit, trying to figure out where the next robbery would be, "Well… this is rather slow. ...welp… might as well wait a bit."

He sat down on the roof he was observing from before he looked to try and find something going on. Spider-Man exhaled a bit to regain himself as he sat back up before taking a leap and saw somebody walking into a bank. He slowly lowered himself in via an open window to examine what was happening. He could faintly see what appeared to be a man with a fish bowl on his head and was surrounded by smoke.

"More money… good…" the person muttered as he had the bankers fill up some sacks and got them out of the building, but then Spider-Man webbed up the money bags, "What the?!"

"Nice try, fish-bowl, but I need to see some ID…"

"...what?"

"Oh, sorry. How rude of me. I'm your friendly-neighborhood Spider-Man. And you are?"

"I am Mysterio! Master of Illusions!"

"An illusionist? So none of this is real. Even the smoke on the floor?"

Mysterio blinked a bit before he raised his hand to summon up large snakes with golden glows. The snakes rose up to where Spider-Man was presently as he dodged and blasted his webbing at Mysterio's helmet.

"Sorry Captain Fishbowl, but I'm gonna need you to surrender yourself to the cops."

Mysterio managed to struggle out of Spider-Man's webs before tossing a vial of smoke at Spider-Man's head.

"Hey! Watch it, I don't wear a fish-bowl like you!"

The illusionist slipped away with the money in tow as Spidey took a moment to rub his face. Spider-Man then looked and saw his uncle standing there with a disapproving look, leaving him dumbfounded before he saw what looked like his friends also looking at him disapprovingly, "Uh… I'm gonna go home now and splash some water on my face…"

He quickly zipped off, but the looks of disapproval continued to follow him. He began to panic internally, but tried not to show it before he accidentally smacked into the side of a building and the looks vanished, "...ow. That hurt…"

The people at the building who could see the hero there looked shocked before somebody tapped on the window.

"I'm ok…" Spider-Man responded as he sent out another web-line and headed off, "...whatever that guy did to me must've blocked my Spider-Sense… I can't even tell where I'm shooting my webs anymore…"

He eventually landed on the ground and simply began to walk for a bit, trying to clear his head as he saw people take pictures of him. He tried to get out of the spotlight, managing to duck into an alley and get out of his costume, "If Aunt May found out I couldn't stop a bad guy… oh man, I don't know how she'd react…"

* * *

Peter eventually got back into the house and saw that his aunt wasn't there, "Aunt May?! Where are you?!"

"I'm in the basement," she called out, confusing Peter as he found his way to the basement and saw what looked like his spider emblem made out of a sort of cloth, "I was thinking about how superheroes work… don't they usually have some secret base they go to so they can gather info?"

"...in comic books, maybe?" Peter responded.

"Well, I figured we could convert the basement into your own base should you need it."

Peter blinked a bit, surprised his aunt came up with the idea to begin with, and began to think about it, "Uh… let me think about it a bit. This is a lot of work to manage, especially with our current budget."

"Just an idea," Aunt May smiled, "So… how'd it go?"

"Well… it went… um… not to well… uh… the bad guy got away…"

Aunt May just sighed as she patted Peter's shoulder a bit, "Don't worry. You'll get him next time."

"He casted illusions and… I keep seeing Uncle Ben…" Peter informed, as he turned away from his aunt, "I see him standing there right now…"

Aunt May looked to where Peter was looking and didn't see anything

"Going to go splash some water on my face…"

* * *

Peter went into the bathroom and did as he said, splashing wateracross his face, which made the illusions vanish. He gave a small sigh of relief as the illusions didn't come back.

* * *

The Master of Illusions looked over the money he had gathered, counting some of it up, "Should be enough to fund my next project. Hmm… I should probably deal with that superhero before he becomes a major issue…"

He then fueled up some parts of his suit with nearby gas tanks before he headed on out.

* * *

"Hey, dad?" Harry called out, "I wanted to talk to you real quick."

"Can it wait? We had a recent robbery at one of our banks. Lots of employees are going to blame me if I don't handle this…" Norman responded.

"That's what I wanted to talk about. The newspaper found out it was some illusionist," Harry informed, "Quentin Beck, if I recall correctly. Does that name ring any bells?"

"He was a special effects artist in Hollywood. Heard he was charged for hiding drugs in his equipment…" Norman commented as he wrote down something, "Harry, can you please leave me be? I have some business to attend to."

Harry sighed as he departed from the room. Norman, meanwhile, pondered about Beck as he looked over how much money got stolen.

* * *

The next day rolled around and it was a peaceful weekend day. Peter was preparing for a meet-up with his friends.

"I'm going to need some chocolate doughnuts," Peter said to the owner of a bakery.

"Coming up," he nodded, gathering them and putting them into a bag for Peter, "So Parker… how have you been lately? I heard about what happened in the news…"

"...I'm doing alright…" Peter responded, "Just had a weird… dream about him coming back and being disapproving of me…"

The bakery owner gave a small nod as he gave Peter his doughnuts. Peter was about to fish out his wallet, but the owner just held his hand up in response.

"Don't bother, Peter. I know what you're going through now. Just take it. It's on the house," the owner smiled.

"Thanks," Peter smiled as he headed out.

"You're welcome!"

Peter then pulled out his phone, pulled up a song, put in earbuds, and then headed for the park. When he arrived, he found that his friends weren't there yet and people were running away in fear.

"Oh no… not again…" he muttered.

"Robots are taking over!" one person yelled as Peter looked to see Mysterio spreading around a gas of sorts.

"Mysterio…" Peter muttered as he ducked behind a wall and got into his costume.

"I'm growing impatient with that Spider…" Mysterio muttered as he looked for Spider-Man and soon Spider-Man web-zip over, "About time. I've been waiting for you…"

"I've got myself my own arch enemy already? Didn't expect it to be you, fishbowl head…"

"MY NAME IS MYSTERIO! STOP CALLING ME FISHBOWL!" Mysterio angrily yelled.

"I'll stop saying that as soon as you stop using one for a helmet," Spider-Man joked.

Mysterio then took his gas tank and tossed the contents over Spider-Man. Mysterio then quickly grabbed onto the rope of a blimp managing to get hoisted up, but Spider-Man managed to web a rope up onto it.

"...what's with that gas…?" Spider-Man muttered as he climbed up his webbing, "This is seriously getting old fast…"

" _Peter…"_ a ghostly voice spoke.

"If that's supposed to be Uncle Ben, I'm trying to focus here…" Spider-Man muttered.

" _You are a disgrace… a failure… you aren't worthy of being a superhero…"_

"Y'know, I know that's not really Uncle Ben. You're just my overly concerned thoughts given form…" Spider-Man told the illusion, "My uncle is always proud of me… he would never consider me a failure, always boost me up, and guess what? I am the wisecrackin' webhead, I am New York's protector, I am… Your Friendly Neighborhood SPIDER-MAN!"

With the shout of this last line, the illusion vanished and Spider-Man continued his way up to the blimp Mysterio was in. He soon shot a web that hit something in the blimp and he webbed zipped on in.

"No! Stop! STOP IT! Leave me alone!" Mysterio snapped as he prepared his fists, but Spidey easily knocked him aside. Mysterio then looked to the emergency exit and was about to head for it.

"Going somewhere? Around we go!" Spider-Man smirked, grabbing Mysterio with webbing before he was spun around and slammed to the ground, "Caught me a big one! See ya!"

Mysterio's helmet cracked upon the impact, causing him to get knocked out. Spider-Man quickly headed to the blimp's cockpit to make sure it would land safely, somehow managing to get it down to the ground without crashing.

* * *

Spider-Man handed the webbed up Mysterio over to Officer Stacey and his men, "You're welcome."

The officers looked a little confused and watched as Spider-Man headed off.

"The man… he seems familiar… I can't quite place it…" Officer Stacey muttered. Despite that, he looked to Mysterio, removing the cracked dome of a helmet and the white mask underneath to reveal a man that looked very drained with his short brown hair looking very ruffled, "Quentin Beck, looks like you're heading back to jail…"

* * *

"Ok, so… what made you so late?" Harry asked as Peter showed up.

"The park got attacked by some guy with a fishbowl for a helmet. Had to find another way around the fleeing crowds…" Peter told the group.

"Well, I'm glad you're alright," MJ smiled with relief as the group sat down together, "...you good Peter?"

"Huh?"

"With what happened…"

"Oh yea, yea, totally. ...I may miss Uncle Ben, but I've come to terms…" Peter nodded as he handed a doughnut to MJ.

"Thanks," MJ smiled.

Gwen gave a slightly annoyed look, pinching the bridge of her nose before she scooted between Peter and MJ. Harry couldn't help but snicker a bit at the antics of the two girls while noting his best friend's flustered look, feeling that he was lucky.

* * *

 **Pikatwig: We have finished another chapter.**

 **KKD: Sure was a cool one.**

 **Pikatwig: My idea was to have some time with Peter dealing with his uncle's death, since most continuities don't dwell on it for too long.**

 **KKD: I'd assume there's some minor time skip to get us to get to the good parts while Peter's got that gnawing at the back of his mind, but yea, that was a good idea, Pika. And we planted some good seeds for future chapter material.**

 **Pikatwig: And, yes, the scene with that illusion of Uncle Ben saying those things to Spider-Man was indeed taken from Batman The Animated Series. I don't know why but it seemed to fit.**

 **KKD: Hey, it's cool. Sometimes people at Marvel spoof DC, sometimes DC spoofs Marvel. It's all good in the end, right?**

 **Pikatwig: True. Also, the day we finished this, September 23rd, is the day the episode of the current Spider-Man cartoon had Miles officially become Kid Arachnid. ...sure, they never said that in the episode, but behind the scenes material said he'd still use that codename.**

 **KKD: Neato. Looking forward to that. But I'd also want to review the new Ducktales episodes, too.**

 **Pikatwig: Haven't watched them yet.**

 **KKD: Fair enough. Still, thanks for tuning in if you read this. Hope you liked it. My favorite part was that Batman spoof scene leading up to him using that move from Marvel vs Capcom: Infinite where he spun Mysterio to knock him out.**

 **Pikatwig: Same here. Oh, speaking of that game, you recently finished it. What'd you think?**

 **KKD: It's just the story mode I finished. It was fun. Short, but fun, and I look forward to trying out the other modes.**

 **Pikatwig: Something I can't help but laugh about in that game is that Johnny Yong Bosch, Melissa Hutchison, and Alycia Packard are all doing voices… and they all voice characters in Yo-Kai Watch.**

 **KKD: Huh, didn't know that.**

 **Pikatwig: Oh, and quick question. What'd you think of Redfield's "genius" plan to use sound against the Venom symbiote?**

 **KKD: Not exactly the best plan. I could've thought of something better since in some versions, symbiotes are also weak to fire.**

 **Pikatwig: ...and one of Chris' attacks is a flamethrower…**

 **KKD: Yea. Seriously, Chris!**

 **Pikatwig: In his defense, Peter didn't tell him that. Also… Peter mentioned church bells… I know he did that in the 90s toon because of Death Battle, but was that in the comics too?**

 **KKD: Yep, that was an actual thing. After he found out about the suit being a symbiote, he eventually ended up at a church and banged against the church bell to make it sound off, and that's when it came off. Not so accurate is in some versions Eddie Brock was right under him when it happened.**

 **Pikatwig: He did find Venom at a church, so I guess that makes sense… uh... you get the character skin DLC for X, Thor, Hulk, Ryu and Captain Marvel, mind my asking?**

 **KKD: Yep. Captain Marvel's was PS4 exclusive while the others were preordered early thanks to Gamestop. Really interesting to say the least.**

 **Pikatwig: And, out of the six DLC characters, who do you think you're the most excited for if you had to pick one?**

 **KKD: I'd say either Venom or Monster Hunter.**

 **Pikatwig: Cool. Alright, wrap up time. Just Live More.**

 **KKD: Jaa ne.**


	3. Chapter 3

**Pikatwig: So… next chapter is gonna have something special in it, but we can't say what that is just yet…**

 **KKD: It's… kind of a surprise. You'll see when we get to it.**

 **Pikatwig: But… today's chapter introduces another iconic Spider-Man villain.**

 **KKD: Doctor Octopus.**

 **Pikatwig: So, amongst Spider-Man's baddies, who would you say is his 'arch enemy', like the Lex Luthor or the Joker of Spider-Man?**

 **KKD: Hmm… technically, I'd say Green Goblin since he's paired up more often, but Doc Ock's been around longer, so… it's a tie between the two.**

 **Pikatwig: Alright, just wondering. ...oh yea… I remember a Spider-Man/Batman crossover where it was shown Cletus Kassidy was the guy who killed the Waynes.**

 **KKD: Huh. Weird.**

 **Pikatwig: Doc Ock became a villain in a multipart storyline in the current Spider-Man cartoon. Oh, Scott Menville didn't even know he was auditioning to voice the guy. His script just described the character as a '19 year old high school teacher'.**

 **KKD: …**

 **Pikatwig: What?**

 **KKD: ...WHAT?! Doc's only 19 YEARS OLD?! B-But how?! In the comics, no matter what version, he's always older than Peter by a few decades at least, but this puts him on the same AGE RANGE as Peter. I mean, HOW! COULD! THEY! DO! THAT?!**

 **Pikatwig: ...it does explain why he's short and why Peter mistook him for a fellow student. ...also… you said 'he looks younger than Peter does' in our review of the first two episodes… turns out he could actually be a bit older.**

 **KKD: ...how?! HOW?! I… fission mailed… fission mailed… paradox… PARADOX! *grips head***

 **Pikatwig: ...I got something to calm you down. *shows him a picture***

 **KKD: ...D'aww~! X3**

 **Pikatwig: RWBY picture.**

 **KKD: Yea, that fixed me.**

 **Pikatwig: Had fun watching that be worked on in a stream… even if it was difficult to watch due to me not having Monday off. ...and we're getting sidetracked, like normal.**

 **KKD: Why am I not surprised?**

 **Pikatwig: Well… let's begin this chapter and see how we interpret Doctor Otto Ocatvius… and he won't be as young as the new Spider-Man cartoon.**

 **KKD: Good.**

 **Disclaimers: Neither KKD nor Pikatwig own anything in this story as it is a fan-based project. Spider-Man and any associated properties within are owned by Marvel Comics, Walt Disney Studios, Stan Lee, Steve Ditko, and their respective creators and owners. The only things the authors own are the original concepts and idea introduced within.**

* * *

" _Well, today's certainly a unique day. We have today off from school, so I decided to just go web swinging. I forget what today is off for off the top of my head, but we're off for some reason."_

Spider-Man roamed around some rooftops of buildings, minding his own business before stopping at the edge of one roof to look around. He then noticed Gwen Stacy and her father exiting a restaurant across the street.

"Good to see Gwen enjoying some time with her dad… it's rare seeing he works on the police force and all," Spider-Man noted. He then squinted his eyes to see the restaurant they were leaving from. He could faintly see the logo of the restaurant that the two were exiting from, which looked to have a flag that looked to be a mix of a Russian flag and a Mexican flag, but the logo was written in a bizzare mixing of Russian and Spanish. "What the heck kinda place is that? ...why is it I decided to take Japanese and not Spanish or Russian? This is just so odd…"

He used a sort of binocular built into his visor to see some signs that indicated the food was mixing of Mexican and Russian.

"Ok… that's just weird. But… got a couple of hours left in the day, so… eh. Maybe I can try the place for lunch…" Spider-Man shrugged as he webbed away.

* * *

"So… what is this place called?" Aunt May asked.

"I have no idea…" Peter admitted, "The logo was in Russian and Spanish…"

"Hmm… it must be a new establishment," Aunt May figured.

Peter just shrugged a little as he and his aunt walked over to the place and headed on inside of it. As they entered, Peter was too busy looking around to not noticed the person in front of him, and accidentally bumped into him.

"Watch it, please…" the man, who had short dark brown hair, dark glasses, a VERY large brown jacket, and was wearing a green colored shirt, a yellow tie, black pants and shoes.

"Sorry," Peter apologized.

"Pardon my nephew, sir. He's a bit of a clutz sometimes…" Aunt May said quickly.

The man just shrugged a little as he returned to his spot in line, adjusting his tie, and simply continuing to wait.

* * *

Peter and his aunt sat in a booth and simply waited for their dish to arrive.

"You know… I have had some Russian food before…" Aunt May informed, "Your dad was in Russia for his job once."

"What was it he did?"

"...I.. don't remember…" Aunt May admitted., "It was a long time ago, so I honestly don't remember."

"...did dad ever speak Russian?"

"I don't remember, but… I think he met your mom in Russia."

"...I'm part Russian?" Peter gawked.

"I'd need to double check the family history books, but I believe your mother was Russian."

"Wasn't her name Alice?"

"Yea…"

Peter just shrugged as some food arrived at their booth.

* * *

" _If my mom_ was _Russian… I certainly didn't inherit her liking of Russian food…"_

Peter simply sat in the bathroom next to his room with a sickly look on his face. He groaned in pain, clearly not feeling well, as he simply tried not to throw up.

"Peter?" Aunt May spoke up as she knocked on the door, "Are you feeling alright in there?"

"...I can't stomach Russian…" Peter responded, "But… I'm fine… I guess…"

"So… I double checked our family history books… your parents _did_ meet in Russia, but your mom's not Russian," Aunt May informed, "She's actually from Japan."

"Well… that explains a lot."

* * *

" _While I was dealing with my stomach… that man I met at the place… he was in the midst of building something…"_

The man, now missing his jacket to reveal what looked to be mechanical arms, was working on a gizmo that was resembling some kind of metal backpack with a thing that looked like a spiral, "Soon… I'll have a little army ready to help me… and the folks at Midtown will regret having reported me for 'questionable acts', to the school board…"

* * *

The following morning, MJ stood in front of the Parker household with a balloon, card, and something wrapped up as she looked concerned. Aunt May eventually arrived at the door and smiled at MJ.

"Mary Jane. What a pleasant surprise. What brings you by?"

"I heard Peter wasn't feeling well, so I wanted to bring him some stuff to make him feel better," MJ informed.

"You're such a sweetheart. I'm sure he'd just love the affection that you give him."

MJ blushed a little, unsure what to say before Aunt May let her inside and showed her to Pete's room.

"Hey…" Peter told her.

"What's up, Tiger?" MJ asked with a soft smile.

"Sick from eating at a Russian-Mexican place…" Peter sighed.

"...that's odd sounding…" MJ admitted, "It must've been killer on your stomach…"

Peter just weakly nodded, clutching his gut a bit before MJ handed him the gifts she brought.

"I hope you feel better, tiger. I'll make sure you get the notes and homework for class. I know you hate it when you get behind."

"Thanks…"

MJ smiled before she headed off for school.

* * *

"So… how'd Pete get sick? It's not like him to get sick," Harry questioned as MJ walked in.

"He ate at some Russian-Mexican fusion place and got sick from the Russian half," MJ informed.

"Oh gosh… that place was bad…" Gwen groaned, "The food was such a mess and the owners didn't even actually cook their own food. They just stole food from other places and just combined it in a way to make it seem like they made it. My dad's investigating the people behind the restaurant tonight…"

"Well, that's a bit extreme, but I suppose with the villains who threaten the world that's rather… normal…" Harry commented.

"Yea…" Gwen nodded.

MJ simply waited for the class to begin, nervous for Peter when the PA chimed.

-Attention all students. Please report to the auditorium for a special announcement in regards to the principal. Repeat, all students. Please report to the auditorium for a special announcement in regards to the principal. All teachers, you may go to the teacher lounge for a break.-

"I wonder what that could mean…" Felicia muttered.

"Class hasn't even started yet…" Dr. Connors noted, "This seems a little suspicious, but if the principal asks…"

The students simply headed to the auditorium as they were all questioning what was happening while Connors simply proceeded to head for the teachers lounge. It wasn't long before the students were all in the auditorium and waiting for the announcement to begin.

MJ simply slipped out her phone and just looked over some stuff on it to make sure that Peter was alright. She lightly tapped the side of her phone, unsure of what to do as they waited, before she saw a text from Peter.

-What's going on in class?-

MJ simply looked at the text for a moment before she typed out a response.

-Class hasn't started yet. We got an announcement to go to the auditorium… something's up. Not sure what.-

She quickly sent it, hoping Peter would respond, and then they saw somebody walk on stage. This person, unfamiliar to the students, simply smiled.

"Hello there," he greeted, getting the students confused before he smiled, "As of today, I, Otto Octavius, am your new principal… and leader."

The students gasped in shock before Otto raised up a sort of machine that sent out a sort of wave of energy. Students gasped in worry, but were then unable to move as they looked at the energy wave. MJ, who had her head lowered to her phone, ended up not seeing some of it, but ended up seeing it in the reflection of her phone. She felt her head getting messed around with and, with the last bit of energy she had, she managed to type out a two word text and send it…

-Peter… help.-

* * *

Peter was sitting in his room and just watching TV, recovering a little and managing to have some energy, looked over to a book he had about some Japanese etiquette. Aunt May had found the book while looking through some belongings of his parents and gave it to him to read. He debated deciding to read it before his phone buzzed with another text.

"Huh? What's up now?" he wondered, looking to his phone and soon seeing the text. He gasped in concern before he stood up, "...she knows I'm sick, so… what could she need help with?"

He thought for a moment but shrugged it off as he went to try and eat something. However, the more he thought about it, the more worried he became.

"I can't stay here. I have to see what's up…" Peter sighed as proceeded to get into his Spider-Man costume. He proceeded to head on out, ready to web-swing, only to slow down to a stop, "...dumb stomach… better make this quick…"

* * *

Otto was now within a sort of suit of armor that was mostly green and black with four mechanical arms coming out the back. He watched as the students were working on constructing something for him. He then began to mumble a little, "Perfect… mind controlling the populace to be scientists to build my machines. What genius. And they said mind manipulation was unethical…"

Flash had walked past the students with some supplies… and accidentally dumped them out into the trash.

"...of course… that doesn't improve intellect…" Otto sighed.

* * *

Spider-Man managed to get to the school and snuck in via the air vents. He looked around to try to find any sign of anybody he recognized, but he soon noticed the staff was locked in the teacher's lounge. Confused, he soon lowered himself outside of the room before managing to see the door had gotten boarded up. He quickly webbed it up and removed the barricade before he opened the door.

"Hello?" Spider-Man called out.

"Who are you?" a teacher asked.

"Wait… he's that guy from the newspaper. Spider-Man!"

"Didn't that West guy get pictures of him?"

"I think it was Chris West…" another added.

"Spider-Man…" Dr. Connors began as he approached him, "Look… I don't know what happened, but you have to help us. Someone seems to have invaded the school and is doing something to the students."

Spider-Man tensed up in response, not sure what to expect, but he quickly headed out to try and find the source.

* * *

Otto, meanwhile, grinned as some machines were finished.

"The mechas are going well, sir," Gwen said in a monotoned voice.

"Excellent…" Otto smiled as he approached one, "Soon, with these completed, the world will fear the name… of Doctor Octopus!"

"...Doctor Octopus?" Spider-Man's voice echoed, making Otto turn to see the wall crawler, "Is that the best you could come up with? I would've gone with something that represents how you only have four legs and octopi have eight."

"SPIDER-MAN?!" Doctor Octopus yelled as Spider-Man jumped down.

"Yep, that's me," he nodded as he shot a web ball at the mecha, "Can't let you use these."

Doctor Octopus growled in anger before launching one of his arms at Spider-Man. The wall crawler managed to dodge in time before he caught the arm in some webbing. Doctor Octopus growled in anger as the arm managed to snap the webbing off before lunging it towards Spider-Man.

' _Spider Sense…'_ he thought as he managed to dodge quickly… only for something to smack him in the back of the head, ' _Note to self, spider sense is powerful, but lacks effectiveness if I'm already dodging something it sensed.'_

"Perfect…" Doctor Octopus smiled.

Spider-Man turned to see what was thrown at him and who threw it at him. He sighed a little as he saw it was a clipboard… and the person who threw it was Flash.

"...wait… what?" Spider-Man blinked a bit.

"True genius knows to seek out help… and how to get that help to listen no matter what…" Doctor Octopus said with a smirk.

" _Not the last time I would ever encounter people who used mental manipulation. ...trust me…"_

"That… is sick…" Spider-Man said with a growl as he attempted to run over to punch Doctor Octopus, but was blocked due to another mind controlled student. Spider-Man jumped up onto the ceiling as he began to think up a plan.

"Come on out spider…" Doctor Octopus said with a gleeful tone, "Might be nice to have a scapegoat for this little plan…"

' _...there is no way in all seven circles of heck I'm gonna let you do this to my friends, sicko!'_ Spider-Man thought before the Spider-Sense went off and he had to quickly dodge some of Doctor Octopus' mechanical legs in a hurry. He began to hold his stomach as he moved around quickly. He ended up getting knocked off of the ceiling and landing on the ground, "Ugh…"

Doctor Octopus laughed evilly as Spider-Man got up. The web warrior looked to be rather woozy after all of the dodging and shots taken. He slowly removed a little bit of his mask, just enough for his mouth to be visible, as Doctor Octopus moved over.

"And so the Spider-Man is m-"

Spider-Man ended up throwing up as the mad scientist approached. This ended up causing a leg to slip and knock Doctor Octopus off balance. Spider-Man quickly seized his opportunity and webbed up the evil scientist.

"Uh… I meant to do that…" Spider-Man nervously said, trying to play it cool before he slowly headed towards the nearest exit…

* * *

" _Well… not the most conventional means to take down a villain, but I'll take it. Trust me, it would've been better if I wasn't sick off my rocker, but a victory is a victory…"_

The police had arrived at the school, arresting Doctor Octavius and detaining the still mind controlled students.

" _School ended up getting canceled for the rest of the week while everybody had their minds… healed… for lack of a better way to put it. Doctor Octavius was sentenced to prison for a year or two for destroying public property and what he did to the student body, among other things. As an aside… that little… instance of Parker Luck ended up helping me feel better. So… two victories for the price of one? *awkward laugh*. Anyway, I did manage to recover after that and things were looking rather normal with that time off..."_

* * *

"So… Gwen and Harry are still getting their minds healed and stuff?" Peter asked MJ.

"Yea. That's the best way to put it. I had the least amount of exposure to the… thing… so, I'm good," MJ smiled, "Certainly a lucky little coincidence that you ended up being sick."

"For once… luck was on my side…" Peter smiled.

"Doesn't your family have some reputation for being terribly unlucky?"

"People say it's as if the guy who thought up Murphy's Law cursed me and everybody who has my family name…"

"Oh Pete, you don't have to say that…" MJ told him with a soft smile, "Luck is what it is. Luck. You on the other hand, are very lucky even if the luck isn't on your side…"

"...I don't get it."

"Think of your luck as a good and a bad thing. You just have to take advantage of it when the chance presents itself."

Peter just smiled at MJ and hugged her, MJ happily hugging back even if she was a little nervous.

* * *

" _At the time… I didn't know that Doc Ock was in the midst of working on a revenge scheme… and he would be getting some very, very, very… VERY unexpected help…"_

The evil scientist sat in jail, clearly angered as his robotic limbs were hard at work trying to build something.

"I'll get my revenge on that spider.. And when I do… he will rue the day he thwarted the plans of Doctor Otto Octavius!" he yelled out. As he continued his work, he didn't initially notice something up with the shadows, but some began to move, yellow eyes poking out of them as they began to roam around the jail cell. He eventually took notice, "Gah! What the?! Are are these… these… things?!"

"It is most impressive that you managed to lure the Heartless to this world with only plans of revenge," a female voice spoke, as the doctor turned to see a figure emerge from the shadows. To the audience, however, this woman was obscured due to the darkness of the cells.

"...Heartless?" Doctor Octopus questioned.

"These creatures…" the woman commented, "They are attracted to the darkness within one's heart. And you are just the being that lured them here…"

"Wh-who are you?!"

"My name is of no importance to you at this moment. What is important is that you let the Heartless have their fun in this world… in return, you can have your vengeance against whoever has wronged you…"

Doctor Octopus looked at the Heartless and gained a wicked smirk…

* * *

 **The Door Has Been Opened...**

* * *

 **KKD: Well… that was unexpected.**

 **Pikatwig: The Heartless are here… that's… bad.**

 **KKD: That's… putting it mildly. Considering you need a Keyblade or be associated with someone who wields one to stop them, this can only mean one thing.**

 **Pikatwig: This is part of the reason why Doc Ock appeared so early. We needed a Spider-Man villain who could've reasonably attracted the Heartless.**

 **KKD: Huh… ok.**

 **Pikatwig: Yea. We're a long ways away from the Green Goblin and the Jackal. And we're going to be patient before we establish more of the Marvel universe here. They may make a cameo, but they won't be the focus for a while.**

 **KKD: Yea. For now, we'll settle with Doc Ock. And before you guys mention Venom… that's gonna be a bit later as well.**

 **Pikatwig: So… about that Russian/Mexican place featured near the start of the chapter… that was going to be a real restaurant.**

 **KKD: What? That's just stupid, I mean, who woul-wait, was?**

 **Pikatwig: Basically, the chef behind it was just a con-artist who had some helpers buy food from a Russian place and a Mexican place and then they just reassembled the food. They were arrested for the crime.**

 **KKD: ...you heard about this where?**

 **Pikatwig: Some TV show that did undercover stuff in restaurants. Oh, another story from that show… there was this one place that was comic themed and an undercover agent brought in a mint-condition copy of Tales of Suspense #57.**

 **KKD: Debut of Hawkeye.**

 **Pikatwig: Yep. ...and he got conned out of it. He was duped into thinking it was a reprint and sold it for ten dollars.**

 **KKD: Seriously?!**

 **Pikatwig: Yep…**

 **KKD: Ouch! That's gotta hurt.**

 **Pikatwig: Yea. And I partly bring that up because it brings us back to Marvel. So, overall thoughts on this chapter?**

 **KKD: I personally thought it was cool, but I feel bad for Peter having been sick the whole time. In the end, it was a fun chapter, and I'm glad Doc Ock was the first baddie we introduced.**

 **Pikatwig: Major baddie, since Peter fought Mysterio last chapter, remember?**

 **KKD: Right.**

 **Pikatwig: So… about how Peter ended up beating Doc Ock. ...I really had no clear idea how he would do that… then we thought up him having stomach issues and I thought up the idea to… basically more or less have his luck kick in on a foe for a change.**

 **KKD: That was a bit unorthodox, but I'm willing to go with it.**

 **Pikatwig: Alright. And now we have the revelation about Peter's mother being Japanese. KKD's idea.**

 **KKD: Yea, I couldn't help it. It may connect to other stories I may have, but I wanted to have this Spidey have some Japanese ancestry.**

 **Pikatwig: Yea, it works. So… funny little story from behind the scenes. When I set up my internet to work on these stories, I try to have the note page on one part of the screen, the chapter file itself, and then some mood music. I pulled up YouTube to load up the Spectacular Spider-Man theme… *laughs a little* but… I accidentally typed in 'Fantastic' into the search engine…**

 **KKD: Whoops! *laughs a little* Oh well.**

 **Pikatwig: So… favorite part?**

 **KKD: Hmm… tough part… I might have to say… either the battle that was creative, or the reveal of Peter's Japanese ancestry.**

 **Pikatwig: I honestly really liked the moments between Peter and MJ in this chapter. They're so adorable together…**

 **KKD: Yea…**

 **Pikatwig: And then it was retconned and Peter's next love interest after MJ had nothing original about her and was named after Quesada's daughter.**

 **KKD: …*eyes tick angrily***

 **Pikatwig: But… good news. In the upcoming Insomniac Spider-Man game… Peter and MJ are married! And you even get to play as MJ in some stealth stages!**

 **KKD: NICE! I can't wait to play that one now.**

 **Pikatwig: So… KKD… little hypothetical…**

 **KKD: Ok…?**

 **Pikatwig: How would you react if Chrono Trigger was in a Kingdom Hearts game? It is a Square Enix game.**

 **KKD: I… uh… well… that would be pretty cool, but I'm not sure how else to react. I didn't grow up with the game like others. Why ask?**

 **Pikatwig: No reason. Just curious.**

 **KKD: Alright…**

 **Pikatwig: Well, wrap up time.**

 **KKD: Jaa ne.**

 **Pikatwig: Just Live More.**


	4. Chapter 4

***A Keyblade was raised into the air in front of Spider-Man's logo***

 **KKD: Well, here we are. The big crossover.**

 **Pikatwig: Looks like we can't escape from crossing fate.**

 **KKD: *is about to say something but then blinks* ...BBTag, really?**

 **Pikatwig: It's fitting.**

 **KKD: ...Eh, fair enough.**

 **Pikatwig: Now, onto how we're gonna handle this crossover. There's going to be two halfs to this. One focusing more on the Marvel characters and one more on the Kingdom Hearts characters.**

 **KKD: If it seems strange, we'll find a way to combine these chapters later.**

 **Pikatwig: Maybe into some sort of 'Final Mix' version of the chapter.**

 **KKD: Yea, exactly.**

 **Pikatwig: So, let's give a quick summary of Kingdom Hearts: Namine's Tale for those of you who don't know what's going on there.**

 **KKD: Basically, it's a retelling of Kingdom Hearts if Namine were a real person. We added our own twists here and there, but this is the biggest yet.**

 **Pikatwig: This takes the place of Tarzan's world in the original Kingdom Hearts. It got banned from ever reappearing due to some legal complications.**

 **KKD: Hard to shorten that, so we're just gonna say it's complicated.**

 **Pikatwig: And this chapter will hold some ties to the larger Marvel-verse of Fantastic Spider-Man. Just some. This will still mainly focus on Peter and his pals, but we'll see something… unexpected.**

 **KKD: We won't say what just yet, though.**

 **Pikatwig: Well, let's get this going! Kingdom Hearts time! *changes a logo from KH to Spider-Man* Spider-Man time! It's on!**

 **Disclaimers: Neither KKD nor Pikatwig own anything in this story as it is a fan-based project. Spider-Man and any associated properties within are owned by Marvel Comics, Walt Disney Studios, Stan Lee, Steve Ditko, and their respective creators and owners. The only things the authors own are the original concepts and idea introduced within.**

 **Expanded Disclaimers: Neither KKD nor Pikatwig own the rights to anything in this story as it is a fanmade project. Kingdom Hearts and the movies and games used within are the property of Walt Disney Studios, SquareEnix, and Tetsuya Nomura. The only things the authors own are the original concepts within.**

* * *

" _Well, we still had time off due to the damage caused to the school by Doc Ock and his mind control stuff. Thankfully, by this point, I had fully recovered and was hanging out with the crew at a cafe."_

"Did you get a chance to open the 'get well soon' gift I got you?" MJ asked.

"Not yet," Peter responded, "It is kinda heavy…"

"Sorry, it's just that I wanted to get you it sooner, but well… hadn't had a chance."

"Go ahead and open it," Gwen stated with a shrug.

"You feelin' ok, Gwen?" Harry asked.

"I'm fine," Gwen assured.

"You sure? That guy seemed to make you his assistant…"

"I'm fine…" Gwen assured as she managed to pay for some drinks, "Well, go on Peter."

Peter simply shrugged as he opened up the gift. First there was a cute little teddy bear, making him feel a bit happy as he cuddled it a little. He then pulled out what looked to be some sort of radar or scanner.

"Thanks MJ," Peter smiled.

"There's more…" she said in a song-song tone.

Peter then reached in and pulled out a Nintendo Switch, "I got myself a Switch at last! Mary Jane, thank you so much!"

"And I got you a game," she smiled.

Peter then pulled out a copy of Puyo Puyo Tetris.

"Well, Ms. Queen of Puyo Puyo bought a game to kick our butts in," Gwen commented.

"Be glad I got you something with Tetris, a game you all know about, as well," MJ responded as she pulled out a Puyo Puyo skinned Joycon, "Wanna go a round or two?"

"I'm game," Harry smiled.

"Eh, why not?" Gwen shrugged.

"This could be fun. But we do need to set this up…"

* * *

" _As we were having our fun… something big was happening elsewhere…"_

An evil laugh echoed across the land as a massive black creature with a heart-shaped hole in its torso compared to elf-shoe feet, a super muscular body, and a head with yellow eyes covered by tendrils that seemed almost like hair. A man on fire flew forward as if to examine the creature while attacking it before he got knocked back.

"Gah!" a male voice yelled as he was sent flying back.

"The plan isn't working!" a gruff voice yelled.

"...this is bad…" another male voice muttered before he sighed, "Buy me a little time. I'm gonna get backup."

"You heard the man!"

"Alright… flame on!"

"It's clobberin' time!"

In response, a massive orange golem of sorts charged forward.

* * *

Over at a tower in New York, several costumed figures were in the middle of approaching another man that was in front of a computer monitor.

-What was it you wanted to show us?- a somewhat mechanical voice asked.

"Listen up, team. We got an unidentified flying object approaching the Atlantic Ocean. All we have is this somewhat blurred picture," a male voice informed.

"That seems like an oddly colorful blob…" a man with an African accent spoke.

"It appears to have a magical presence aboard and a very strong one at that…" another male noted.

"Alright, let's ge-"

-Mr. Fantastic to the Avengers, do you read me? Repeat, Mr. Fantastic to the Avengers. Do you read me?!- a voice from a com-link yelled.

-We read you. What's going on?-

-We have an unidentified lifeform attacking civilians as we speak. We can't get a reading on what it is and our attacks are hardly harming it. We need backup!- Mr. Fantastic told them before there was a loud explosion sound, a scream, and communications were cut off.

-Avengers, we need to get going!-

"Alright," the others nodded.

"...I guess SHIELD can investigate this ship on its own…"

* * *

" _Whilst a powerful monster was attacking a nation and the greatest superhero team was on their way to stop it… I was playing a video game with my pals."_

The four friends were playing the game. They were in the midst of a round of Swap Mode and the game was getting intense as the garbage blocks were quickly piling up on everybody's screen.

"Come on… come on…" Peter muttered as the game swapped from Puyo Puyo Mode to Tetris Mode, "Alright… time for a comeback."

"No, no… no…" Gwen muttered before she ended up topping out, "Dang it!"

"Come on," MJ whispered as she got the blocks into position just as the boards swapped back to Puyo Puyo Mode, "Alright. Time to clean house!"

"Shoot!" Harry yelled, "I topped out…"

"Now it's MJ vs. Peter," Gwen commented before she turned to Peter, "Come on Peter, kick butt!"

"Let's see what you got, Tiger," MJ smiled as they kept clearing lines of puyos as the boards swapped back to Tetris. It was neck and neck for quite a time as the boards switched again and again repeatedly until MJ just narrowly won, "Yes!"

"Shoot…" Peter sighed.

"You gave it your all, Tiger. Good game," MJ smiled.

"Yea… it sure was."

"Not for us…" Harry said as he scratched the back of his head.

"At least we all had fun," Gwen shrugged with a smile.

Peter relaxed a little before he felt his Spider Sense go nuts. He winced a bit as he looked outside for a moment.

"Pete? What's wrong?" Harry asked.

"Nothing… just… kind of a chill…" Peter responded, "But I gotta go check on something. I'll be back."

He then took off in a hurry to avoid suspicion, and soon found himself getting into his Spider-Man suit and swinging around. He landed on a building to begin looking around. He then looked up and saw two people falling through the air.

"What the-did they fall out of a plane?! Better hurry and save them," he thought as he began to spin a web net to catch the two. Soon, he managed to finish the webbing to catch the two. He looked over them and noticed their odd attire, the boy with spiky brown hair having a red shirt and 'pumpkin pants', a white jacket, and oversized yellow shoes while the blonde girl just had a white dress of sorts, blue sandals, and held a notebook.

Spider-Man was about to question them when his Spider-Sense went off, making him turn to see strange black creatures with yellow eyes.

"What in the world ARE these?!" he gasped as more of them began to show up. He shrugged a little bit as he began to shoot webbing at them to try and stop them before strong gust of wind knocked the creatures away. Spider-Man blinked in confusion before he saw the duo he caught in the webbing were going down the fire escape on the building to try and search for something, "Hey wait!"

Before Spider-Man could follow them, another mysterious creature popped up, this one appearing to resemble a knight. Spider-Man punched it, sending it tumbling down before something caused it to explode and what looked to be a pink heart floated away.

"...ok… this has certainly been a weird day. First two kids fell from the sky and then these things come out of nowhere. ...hoo boy…" Spider-Man sighed as he web-swung away.

* * *

Peter eventually got back to the cafe, but he soon noticed Harry standing there.

"Hey," Peter smiled.

"Peter, come on! You gotta see this! Quick!"

Harry the dragged Peter over to a pier where a lot of people were taking pictures of a massive ship in the water.

"What is it?" Peter asked.

"It's some kind of spaceship!"

"What kind of spaceship is orange and yellow with a visible dome on top?" another person asked.

"Are you sure it's a spaceship and not a plane?" Peter asked.

"Pretty sure…" Harry nodded.

Peter looked curious about the ship in question before SHIELD Agents quickly started motioning for people to go away. He noticed their attempts to get the ship, but quietly walked away with the other people.

"There could be aliens… what if they're invading Earth? Are they a scouting force or-" Harry began to ponder.

"Harry, Harry, calm down, man," Peter told him as Harry soon began to calm down a little.

"Sorry… I just… just… you know…" Harry sighed.

"I know, man. Let's just go relax, alright?"

* * *

Meanwhile, Doctor Octopus sat in his jail cell, grinning as he managed to get the black creatures to pry at the cell bars and soon helped the doctor break free. He gave an evil laugh as the creatures dealt with the guards, seeing them pry out the guards' hearts and create more of their ranks.

"Now I will get back against that spider…"

He laughed as he marched out with his new soldiers.

"I must say… he's certainly doing a good job with the Heartless…" the woman who was obscured by shadows commented.

* * *

Another day soon rolled around as Peter tried to locate the two people that he had saved from the air the previous day. Though strangely, it was tougher than it seemed. He let out a sigh as he found himself at the cafe again and only saw Gwen there.

"Hey," she smiled.

"Hey," Peter waved.

"You doing ok?" she asked.

"Yea. Just a little exhausted…" he admitted.

"What've you been doing that's made you so tired?"

"Was just looking around for some… thing. Nothing too important, but it just took a lot out of me."

"Alright," Gwen nodded as she sat next to him, "I was just thinking… you wanna hang out?"

"Sure. I could use a breather after that search."

Gwen smiled as they headed out of the cafe, not seeing MJ walk by. The two continued to walk along, but Peter then noticed another blonde girl was going in the same direction as MJ.

' _Is that the girl I saw yesterday? ...wait. Is she following MJ?'_ Peter thought, watching them, ' _Wonder what's going on…'_

Peter was about to stop walking, but simply kept walking alongside Gwen for a little bit.

"I noticed a couple odd looking kids earlier today. One with spiky hair that looked like it was out of an anime and some overly baggy clothes and the other was a curious blonde girl who had a sketchpad…" Gwen commented.

"...really?" Peter blinked.

"Yea. That is strange, but I did see them roaming around the city…"

"Weird…"

Gwen simply nodded a bit before she noticed something began to squirm from the nearby ally and then it quickly lunged out. She gasped as the creature leaping towards her, making her scream and hide in fear. More of the creatures popped in, forcing Peter to hide in an alleyway. He quickly changed into his costume before he came out of the alleyway to web up the creatures.

"Spider-Man!" Gwen gasped.

Suddenly, some of the creatures blew up thanks to being bashed by something. Confused, Spider-Man turned to see the spiky haired boy from the previous day swinging around a giant sword resembling a silver and gold skeleton key.

"What the…?" Spider-Man blinked.

"You alright?" the kid asked Gwen as she nervously backed away.

"I-I'm fine…" she assured.

"Good. You'd better get away," he told her.

Gwen nodded as she did that while Spidey saw the kid easily destroying the black creatures with his key-like weapon.

"Yeesh… These things seem pretty wimpy if I can beat them like that…" the kid noted.

"Hold up a moment…" Spider-Man said as he blasted the creatures with his web and turned to the kid, "What's that weapon? And how're you able to beat these things? For that matter, what are these things?!"

"Long story short, this weapon is called a Keyblade and these things are called the Heartless. They come from the darkness in people's hearts and they're really dangerous!" he explained.

"Wow. I've heard of a lot of things, but even THAT sounds farfetched to me," Spidey commented before he readied a web-shooter in the kid's direction, "I think you might be a troublemaker like these guys…"

"Really? Come on, I don't have time for this you bugman."

"I'm a spider!"

The Keyblade wielder was forced to block a blast of webbing before an ice shot nearly hit Spider-Man.

"Namine!" the boy smiled as he ran over to her, "Did you find Kairi?"

"...wasn't her…"

"What do you mean it wasn't her?!"

"...it wasn't…" the girl, Namine, sighed, "...Sora… I'm really starting to worry. This is the fourth world we've been to without any sign of Riku or Kairi. Will we ever find them?"

"...we have to…" he responded.

Spider-Man looked at them for a moment, a bit confused before a magic shot destroyed another Heartless and a shield was tossed at another. Spider-Man then turned to see who threw those and saw a duck and a dog, both standing up like humans and dressed in silly looking clothing. Spider-Man slapped his face as he felt a great amount of confusion. Sora and Namine went over to the two animals and spoke with them as if it were normal for them to do so.

"...ok… I'm really confused now…" Spider-Man muttered as he webbed up some of the Heartless.

"Now come on, let's beat these Heartless while we're here!" Sora yelled.

"...ok… this has easily became the second weirdest day of my life…" Spider-Man noted.

"Do I wanna know what the first was?" Sora questioned.

Spider-Man simply blinked as he webbed up a Heartless and flung it around before Sora bashed it with the Keyblade. The two smiled as they prepared to beat up more of the Heartless.

* * *

Doctor Octopus arrived at his base alongside the Heartless, grinning as he got to work on modifying the Heartless with armor similar to his.

"Excellent. Let's see that web-head take me down with this army by my side!" he laughed, "Mind control is overrated anyway… now I will beat that web-head and learn more about my new helpers!"

"The last man who tried that died…" the woman who told him about the Heartless commented.

"Obviously he was reckless and oblivious to the capabilities of such creatures. I will succeed where that man failed! Now leave me!"

"You fool. You will only lead to your own demise. You will regret trying it!"

"You question the genius of Doctor Otto Octavius?! You'll regret it!" he yelled as he had a mechanical leg attack her. The woman just vanished in black smoke to avoid the attack.

"You DARE attack the Mistress of all Evil?!"

The Heartless then began to attack her as well, but then she glared at them and made them begin to attack Doctor Octopus. The Doctor was able to use his mechanical limbs to fend them off as the woman teleported away in a green fire.

* * *

Back with Spider-Man, they had finished off the Heartless that were attacking the area. He then quickly headed away to change back to Peter Parker. He was about to pull off his mask, when he heard police sirens wailing. He quickly turned back to see that it was SHIELD approaching him and Sora's group, aiming their guns at them out of defense. Spider-Man remained on the building for a moment as he waited to see what was next.

-You need to come with us for questioning. Come quietly or we will use deadly force!- somebody from SHIELD yelled via a megaphone.

"Shoot… ok you. Hang tight," Spider-Man told Sora and his friends before he webbed up the guns of the SHIELD agents. He jumped down to their level and knocked out the agents, "Follow me you guys."

Sora nodded as he and Namine followed.

"Are you sure that's a good idea?" Goofy asked.

"Better than sticking around with these guys trying to hurt us!" Donald yelled as they followed the others.

* * *

"Who are those guys?" Sora asked.

"They're usually really nice. But I guess with those Heartless things running around, they're more on edge than usual. And since you guys are the only ones capable of beating them with your Lockswords-"

"Keyblade," Sora corrected.

"Yea, that. They must want to use you guys for some answers," Spider-Man figured.

"...who are you? And why are you helping us?" Namine questioned, "I mean… I am happy for the help, but I'd like to know why you're giving it."

"What's more reason than to help somebody in need of help? It's just as important to help those in need as it is to help people you know. As for who I am… the name's Spider-Man. Take it you're not from these parts if you didn't know that…"

"Yea, that's kinda it…" Sora responded.

"So can you explain what's going on here?"

"The Heartless are trying to… well… their real goal is just to take whatever hearts they can to convert them into more Heartless. But it seems someone's controlling them to do… something to a world."

"What do you mean?"

"We don't know…"

Spider-Man simply nodded before his Spider Sense went off and he saw somebody quickly fleeing from the Heartless. To his surprise, it was his enemy that he had just helped put behind bars not that long ago.

"Doc Ock?!" he gawked.

"Spider-Man? Perfect! Now I can be able to kill you! Heartless, get him!" Doc Ock shouted.

The Heartless turned towards Spider-Man and began to march towards him, Sora slashed at the Heartless with his Keyblade and then sent out a wind gust at Doctor Octopus.

"Welp! You dare attack me?! You are foolish for this action!" the mad scientist shouted in anger.

"Nice blast there," Spider-Man smiled, "If you can, can you two help me get this convict back in jail?"

"No problem," Sora nodded.

Thus, the five took on a battle stance and prepared themselves as Heartless began to rush over and attack them. Donald quickly casted a lightning spell at the Heartless, making it explode. Goofy quickly tossed his shield against Doctor Octopus' legs, which the doc used to block the shield a bit until Goofy did a spiral attack of sorts to knock him off balance.

"I'm being beaten… by a bipedal dog?! ...never thought I'd say that. Oh, the humiliation!"

"Hey, Ock, why don't I lend you a hand, or a foot?" Spider-Man punned as he kicked the villain in the face.

"Ugh…" Doc Ock groaned.

"Was that supposed to be a joke?" Sora asked.

"Uh…" Namine blinked as she aimed her Keyblade at Doctor Octopus and sent out an ice blast, "...freeze?"

"Eh, could've used more oomph," Spider-Man commented as he webbed up Doc Ock's right foreleg and then yanked it to send him to send him into the air. Sora quickly casted a wind spell to knock him further into the air before Spider-Man knelt down and jumped up. Spider-Man then hit Doctor Octopus down to the ground.

"Go ahead and take him out!"

Sora and Namine then attacked the legs on Doc Ock's suit to weaken them. Spider-Man gave a smirk as he began kicking the doctor from multiple angles. He then kicked him from the air and caused him to get knocked out.

"Having fun? You're done!" Spider-Man yelled as he landed a last attack on Doc Ock.

Suddenly, near the Oscorp building, Sora and Namine spotted something glowing. They both looked to see it was another Keyhole shape before they both held up their Keyblades and light shot from them. Spider-Man noticed the lights collide with the hole and after a bit heard the sound of a lock locking before the keyhole and lights vanished.

"What was that?" Spider-Man asked.

"We're… not sure…" Sora admitted.

"We're still trying to figure that out," Namine admitted, unaware of Donald and Goofy finding something and picking it up.

"HEY!" a small voice yelled as something jumped up onto Namine's shoulder, "I finally found you guys!"

"What was that?" Spider-Man asked before spotting what appeared to be a cartoon cricket in a suit and top hat, "...ok…"

"We finally got the Gummi Ship back up and running. We can get out of here."

Spider-Man blinked a little in confusion as the group headed off.

"Hopefully we'll see you again!" Sora called out.

Spider-Man just waved in response as Sora and the gang reached their ship and took their leave.

* * *

Peter sat down in his room with a tired look on his face as he was set to fall on his bed.

"Peter? What's the matter?" Aunt May asked.

"Would you believe me if I told you I dealt with things not of this world?" Peter asked, collapsing on his bed.

"Well that would explain why you're so tired…" Aunt May responded as she heard a knock at the door, "I'll get it."

She opened the door to reveal MJ smiling as she walked on in.

"Hi Mrs. Parker. I just came to bring something that Peter forgot."

"Alright," Aunt May smiled, "But would you like anything while you're here? I could always bake you something."

"No. My aunt's got something she's working on," MJ informed, "Oh. She said hi."

"Thank you, dear. Peter's up in his room."

MJ nodded before going up to see Peter, "Hi."

"Hey. Long day…"

"I figured seeing what we saw today. Seriously, spaceship crashing in the ocean… who knows what could be hiding here on Earth now…" MJ smiled, "At the very least, I hope they were nice…"

Peter simply gave a soft smile, but she clearly didn't see it.

"Anyway…" MJ spoke up as she put his Switch on a table, along with the copy of Puyo Puyo Tetris, "You never came back to get these…"

"Sorry…" he apologized.

"But… uh… I did get you another game. Saw it in a discount bin earlier today," MJ smiled as she placed the game on a desk, "Dragon Quest Heroes I + II. Compilation."

"Cool…" Peter responded.

"Well, I gotta get going. Have a good time, and… good luck with whatever you need to deal with going forward," she smiled as she headed off.

Peter simply gave a thumbs up and then simply continued to relax.

* * *

 **Pikatwig: Half one of the crossover is completed. What did you think?**

 **KKD: That was a blast.**

 **Pikatwig: So… about the Puyo Puyo Tetris nod… I recently learned that game existed. Seemed like something Peter and co would play.**

 **KKD: I guess.**

 **Pikatwig: Though, if this was an actual crossover in like a cartoon or a comic… they'd more than likely be playing some Square Enix game.**

 **KKD: True.**

 **Pikatwig: Then I discovered that Dragon Quest Heroes I + II is currently one of the only Square Enix Switch games.**

 **KKD: Huh… funny how you can find that, yet can't seem to locate how someone knows the release date of Spyro Treasure Trilogy is September 9th.**

 **Pikatwig: A comment on the video for that said it came from Twitter.**

 **KKD: And I can't validate that. Seeing there's no link to it in the video description or the comment. No other source even made light of a confirmed announcement yet; last one turned out to be just a rumor.**

 **Hinata: *sighs and groans* Ok… gonna go find something to do. *picks up a soda bottle* "Carbonated water, high fructose corn syrup, citric acid, sodium benzoate. Filed under the authority of Dr. Pepper-" wait… Dr. Pepper's a real guy? *sighs and tosses the soda bottle away***

 **Pikatwig: Uh…**

 **Hinata: With how he's been acting about Treasure Trilogy, I need to keep myself occupied… and today, that's reading ingredient labels.**

 **KKD: Seriously, so hyped for Treasure Trilogy, and yet they can't give us a solid release from Activision or Sony themselves?! Come on, guys! If Vicarious Visions and/or Toys for Bob is on this, then you can at least let us in on when you might be done! *continues to rant***

 **Hinata: …*grabs something else* Let's see…**

 **Pikatwig: How often has he been like this?**

 **Hinata: Ever since you confirmed the name for the Spyro HD compilation is 'Treasure Trilogy'.**

 **Pikatwig: ...k.**

 **Hinata: Trust me, once anyone, including himself, even slightly brings it up, he won't shut up. He actually bought two custom Spyro T-shirts in anticipation for the release.**

 **Pikatwig: Alright.**

 **Hinata: …*sighs* I'm getting tired of this…**

 **KKD: And furthermore-*gets bonked on the back of the head with a copy of N. Sane Trilogy* Ow!**

 **Off-Screen Guy: Thank me later. *walks away in a hurry***

 **Hinata: Anyway… thank you all for joining us on this end of this crossover.**

 **Pikatwig: So, favorite part, KKD?**

 **KKD: *rubs head* Uh… w-well… that's tough to say.**

 **Pikatwig: I… kinda have to agree there. Also… we get our first real hint of the rest of what else is known as the Fantastic-Verse.**

 **KKD: AKA, Earth… number to be determined, though it will invole the numbers 19 and 87 somehow.**

 **Pikatwig: We see that Doctor Doom, the Fantastic Four, and the Avengers are all here. We're not locking the Fantastic Four and the X-Men away like Marvel has been doing.**

 **KKD: Yea. Hinting at a much larger world out there for our story.**

 **Pikatwig: Though, the other Fox Movie based character is forever locked behind the paywall.**

 **-Meanwhile-**

 **Deadpool: Ugh… why can't we leave?**

 **Mephisto: I have no idea.**

 ***Deadpool sighed as he looked at Silk for a moment***

 **Silk: ...what?**

 **Deadpool: You're lucky that you're pretty enough for me to not try and kill to get them to open up that door. *begins to think…***

 **Silk: …*nervously walks over to another end of the room***

 **-With Authors-**

 **Pikatwig: I just felt a chill down my spin. Like… somebody from within the paywall is making plans to get out.**

 **KKD: I think I know who you mean, and seeing how much you hate the guy, I wouldn't be surprised if he tries to gun it for you first.**

 **Pikatwig: ...k. Uh… anything else to say?**

 **KKD: Not much really.**

 **Hinata: I won't even bother bringing up the game again.**

 **Pikatwig: Ok then. Just Live More.**

 **KKD: Jaa ne.**


	5. Chapter 5

***KKD just stood and stared at something with a sorrowful look. He sat down, looking very saddened by the sight before him, as Pikatwig walked over***

 **Pikatwig: Something the matter?**

 **KKD: Yea.**

 **Pikatwig: You wanna tell me what it is…?**

 **KKD: Can't.**

 **Pikatwig: Why not?**

 ***KKD then just motioned outside to the moon… where Thanos stood with the Infinity Gauntlet and was glaring down at the Earth***

 **KKD: He demands silence…**

 **Pikatwig: ...k?**

 **KKD: Long story, but it relates to the new Avengers movie… which is all I'm allowed to say. Once enough people have seen the movie, he'll back off.**

 **Pikatwig: Which ain't gonna include me since I've never seen any MCU movie.**

 **KKD: ...why?**

 **Pikatwig: I was nine when the first movie came out, so I don't know if I was allowed to watch it. Also… growing up and seeing those ads shows how little comic knowledge I actually have. I thought the Guardians of the Galaxy and Captain America were all new characters and the movies were their debut.**

 **KKD: ...seriously?**

 **Pikatwig: Yep.**

 **KKD: ...I… but… you… I mean… uh… what… I… *facepalms***

 **Pikatwig: And I used to think that the Fantastic Four and Spider-Man were owned by DC.**

 **KKD: *sighs* Wow…**

 **Pikatwig: Anyway… let's go onto some recent Spider-Man stuff that's not involving that movie.**

 **KKD: Yes.**

 **Pikatwig: Peter has a younger sister.**

 **KKD: Wait, WHAATTT?! O0O?!**

 **Pikatwig: Yea, he has a sister. ...you know about that?**

 **KKD: Nope!**

 **Pikatwig: Well, to go over the background of Teresa Parker, she debuted… roughly around the era of the Clone Saga or sometime before it… and was tricked by the Kingpin into trying to kill Spider-Man. The reason we never saw her until that storyline was because she was on the same plane that killed Peter's parents.**

 **KKD: Oh great, next thing you know, she's gonna be a robot clone like the last time their parents were in the comics.**

 **Pikatwig: ...much like their parents, she started to work for the CIA and then SHIELD, before she vanished until recently. Back in her debut it was left vague if she was actually related to Peter, but they confirmed she is his younger sister.**

 **KKD: Still weird to know that he had a sister at all, but… yea.**

 **Pikatwig: So, just a thought, think we can include her somehow? *KKD shrugged* Well, audience, let us know if you want to see Peter's younger sister and we'll see if we can figure it out.**

 **KKD: In the meantime, though, we got more hijinks going on with our favorite wall-crawler.**

 **Pikatwig: After our crossover in the previous chapter this chapter will be mostly filler for a bit of calm after the storm. And I will say that Doc Ock won't be appearing again for a while, at least.**

 **KKD: Considering what happened, I think he needs to lay low for a while, too.**

 **Pikatwig: Well, let's go ahead and begin.**

 **Disclaimers: Neither KKD nor Pikatwig own anything in this story as it is a fan-based project. Spider-Man and any associated properties within are owned by Marvel Comics, Walt Disney Studios, Stan Lee, Steve Ditko, and their respective creators and owners. The only things the authors own are the original concepts and idea introduced within.**

* * *

Peter was currently reading his science textbook in class, trying to study up for an upcoming test, as he dodged a paper airplane that Flash flung at him.

"Really, Flash?" Peter sighed as he turned towards him.

"I didn't do it," Flash quickly responded.

Peter just gave a roll of his eyes as he went back to studying. He then dodged another paper airplane.

" _Benefit of the Spider Sense, being able to avoid these dumb paper airplanes is easy."_

Gwen adjusted her glasses a little as she looked over at her notes for a bit. MJ, meanwhile, slipped her feet out of her shoes for a moment as she studied. Flash then tossed paper airplanes towards the two girls, but Peter managed to snag the two before they could hit them. The paper airplanes fell to the ground alongside some paper clips that Peter had tossed to stop them in flight.

"Tch… what's with Parker, lately? He's being so frustrating!" Flash growled.

" _You know… hindsight kind of stinks. If I knew what was going to happen to Flash, I think I would've tried to be a bit nicer to him. I can't say what happens to him, we're a LONG ways away from that. But in the meantime, I will say I really would've deserved what would come… and again, long ways from that. What does come about is certainly something I wish I could've prevented…"_

Peter looked over his notes a bit before the bell rang. He gathered his things and then left for his locker.

* * *

Peter and MJ were now waiting for Gwen to exit the building, simply sighing a bit as they waited.

"So MJ… heard you made the volleyball team. Am I right?" Peter checked.

"Yep," MJ nodded, "I've been doing a great job at it, too, bringing our team our first win streak in several years."

"...I'll try and attend some of the games. Sounds like it'll be fun. Plus… you're my friend and I wanna support you…"

"Oh… thank you, Tiger," MJ smiled, faintly blushing.

"Oh how cute… the nerd has a girlfriend," they heard, turning to see Flash and some football players with him, "Oh, please. Go on. Don't be scared on my account. After all, the boy's gotta grow up and defend his girlfriend.

"Go away, Flash," Peter said with an annoyed tone.

"Why?"

"Just go away…"

"Peter, let me handle this," MJ told him.

In response, Peter stepped back as MJ approached Flash with an annoyed look.

"You heard him, go away," MJ firmly said.

Flash just glared at the two before MJ glared back. The two just glared for a moment before Flash and his team just walked away.

"Did I miss something?" Gwen asked as she walked over.

"Nothing big," MJ assured.

"Ok. So, shall we head off with Harry?"

"He's not here," Peter informed, "He decided not to show up. Something about a worry of an alien invasion after that ship that crash-landed a few days ago."

"So… we're gonna have to walk?" Gwen checked.

"Yep," Peter nodded.

The three smiled as they walked off.

* * *

"Heh… when was the last time we walked home together?" Gwen asked Peter.

"Years, I think…" Peter responded.

"Yea, quite a long time, I gotta admit," Gwen nodded as MJ walked a bit between the two, "No offense, MJ, but me and Peter have been doing this since the 5th grade."

"...k…" MJ responded with a frustrated look.

Peter simply gave a look that just said 'here we go again' as the two girls glared at each other and tried to cozy up to Peter.

"So… can we just keep walking without you two getting into some sort of argument or something?" Peter sighed.

The two sighed in response before they just walked alongside him at a normal pace.

" _...it's like they're two totally different people when the three of us are around each-other. On their own, the two girls are very nice and supportive friends, but once they get within close enough range of me, they suddenly become like cats. They're still nice, yet they glare at each-other like nothing else."_

"So, Peter, there's going to be a big sale going on at the mall on Saturday. Do you wanna hang out?" MJ offered.

"Hey, c'mon Mary Jane. I wanna come too. It sounds like fun," Gwen quickly said.

"You? At the mall? Gwen, you're not the type I'd peg who'd enjoy the mall."

"Neither is Peter…"

"Well either way, I doubt you could at least make him somewhat enjoy it if you did go with him."

"I could."

"Then tell me how."

Peter just stared at the two for a bit and simply walked into his house.

"Oh, bye Peter," they quickly said in unison.

He just waved in response as he closed the door. He let out an annoyed sigh as he sat down to take a small breather and just try to relax.

"So, your girlfriends giving you trouble?" Aunt May jokingly asked.

Peter let out a groan before he turned to her, "Aunt May, I get enough of that at school. I don't need more of it here…"

"Sorry, dear. I guess it's one thing to be Spider-Man and deal with villains, but your social life leaves a little to be desired…"

He just plopped his bag on the ground, took out a water bottle, and began to drink it.

"Heh… I still remember that one time you had them both over to see that movie… Eternal Calamity, was it?"

"...yes…"

* * *

 _Peter was sitting on the couch, with MJ and Gwen sitting on either side of him and watching the movie intently. Eventually, it concluded and the three looked at it with some concern and were silent for a bit._

" _Well… that was a movie…" Peter said with some uncertainty._

" _Yea… I didn't know what to expect…" Gwen admitted._

" _I was kinda lost…" MJ commented._

" _Well, I'm ready to do something else. Any ideas?"_

" _Well…" Gwen began as she cuddled up against his left arm, pressing it against her flat chest, "Why don't we try and go study a little?"_

" _Oh, Peter," MJ interrupted, doing the same to his right arm with her much larger chest and flirty look on her face, "Why don't you and I go to the park? We can have a nice quiet time together and we can cuddle all you want…"_

" _Oh… come on MJ, that's not fair," Gwen complained, "You're totally trying to seduce him with those things!"_

"I'm _seducing him? If you were any close to him, he'd be wearing you!" MJ retorted._

" _Uh… girls…?" Peter uttered nervously…_

* * *

"Why won't you let that go?" Peter questioned his aunt.

"Sorry, Peter. It's just that I can't help but laugh at it…" May admitted, "Heh… watch some other girl come in and complicate things more…"

"...if you jinxed that…"

"What are the chances of it?"

" _...no comment…"_

Peter just shrugged it off as he got up and went to his room.

* * *

Saturday had soon arrived and Peter was waiting on his front porch for Gwen and MJ to show up. He looked very nervous as he waited, ' _Me… and them at the mall… without anybody else. I guess it's just gonna be a calm day…'_

" _Yea, I had no idea what I was getting into. It was going to be a long day…"_

"Hi Tiger," MJ called out.

Peter looked to see she was wearing what appeared to be a more revealing top, short skirt, and was barefoot for… some reason.

"Hi Peter," Gwen called out, making him turn to see her just wearing a white and pink jacket, a black shirt, blue jeans, her glasses, and some white slip-on shoes.

"Oh… I didn't know we were supposed to wear something different…" Peter commented.

"You're fine," MJ assured.

"...hang on, I gotta get my wallet," Peter told them as he walked back into the house.

"...I see you decided to be casual…" MJ commented.

"Yea. I see you decided to play a temptress…" Gwen responded.

"Jealous?"

"Hey, he's known me since we were kids and we've been friends a lot longer than a year."

"So what? It doesn't mean much when you get to know a person even in spite of less time together."

Gwen just rolled her eyes before noticing MJ's lack of footwear, "...uh… you forgot to wear something."

"No I didn't."

"Yea, you did…"

"Oh, and what would that be? Cute little glasses like you wear?"

"I'm as blind as a bat without these," Gwen quickly retorted before regaining her composure, "I meant you forgot to put on any kind of footwear."

"I know."

"...why?"

"I practice walking without them on so I can get used to any terrain, including sand at the beach. The sand can really dry out feet, so I figured the more barefoot practice I get the better used I can get to any terrain I play on. I actually play volleyball without any footwear anyway. It just makes sense for me to do it at times," MJ explained, "Plus… sometimes it just feels kind of nice."

"...ok…?"

"Plus… I heard some people can't get enough of looking at girls who are barefoot. So I thought I'd get on the bandwagon and show that it's pretty cool," MJ smiled.

"...some weird fashion thing or something?" Gwen asked.

"No, not quite… I mean maybe for some people it can be, but for me I just wanted to do what I already said. Get practice for volleyball."

" _Yea… I did actually need to find my wallet, but I decided to listen to what they'd say without me around. Needless to say, I was kind of surprised they were arguing a bit. However, it did sorta make sense that the two would argue a little. Sometimes friends do that, but… yeesh."_

Peter walked outside with his wallet in his hands, "Ok… I'm ready. Just… please nothing expensive…"

"Don't worry about it," MJ quickly assured.

"Yea, I'm just gonna browse around and not buy much, if anything," Gwen added.

"There is a sale, remember?"

"Alright…" Peter sighed as they walked along.

The walk to the mall was quiet for the most part. The girls occasional spoke, but it was brief.

* * *

"Well, here we are, Manhattan Mall, one of the biggest malls and most popular in New York," Peter commented.

"Sure are a lot of stores around here," Gwen noted.

"Yep," MJ smiled, "So Peter, think we can look at a few of the clothing stores? I really want to see what they have."

"...sure…"

They walked through the food court and eventually found some clothing stores. MJ headed on in with a smile, while both Peter and Gwen just followed.

"Seems a bit silly how other women are so obsessed with shoes and clothes…" Gwen commented, Peter simply shrugging.

"That's something we sure agree on," Peter noted.

"Come on, Gwen, let's go and see what we can find. It'll be fun," MJ smiled as she pulled Gwen along to get some clothes.

"Oh jeez…" Peter and Gwen sighed.

* * *

After ten minutes, Gwen and Mary Jane were enjoying dressing in various outfits that they found. Peter simply smiled a bit at the two, seeing they were enjoying each other's company for once while he was around and he admired the two as they showed off their outfits.

"Ok, check this out," Gwen smiled as she walked out with a large white sunhat, a pink shirt, white vest, teal skirt, and a pair of white shoes, "Nice, huh?"

"Yea."

"You think that's cool, check this out," MJ smiled, walking out in a black crop top, denim skirt, had a necklace on, and was still barefoot, "What do you think?"

"W-wow…" Peter gawked, blushing, "You girls both look… uh… stunning…"

"...Really? ...Thanks, I picked this out myself and, well… had fun," Gwen admitted with a blush.

"And you thought clothes were silly," MJ smiled.

"...you… look nice…" Gwen, who had a bit of a brighter blush, told MJ.

"Thanks," MJ responded, "You look nice too."

Gwen smiled a bit as they both walked back to get their clothes.

"...I… I just… wow. You girls looked great," Peter stated.

The two girls walked back out with the clothes they had just tried on in tow, which Peter had to pay for. He let out a small sigh as he began to take out the money.

"So… did the redhead want to buy some shoes or…?" the cashier asked MJ.

"No, I'm ok for now," MJ assured.

"...alright…" the cashier blinked a bit.

Still, the girls helped to pay and they headed off.

"Do you get that a lot?" Peter asked MJ.

"Only when I do go barefoot in public outside of playing volleyball," MJ commented.

Peter just nodded as they left the store and continued through the mall. They soon ended up back at the food court and began to look for some lunch. Peter sat down at a table as the girls looked a bit. He looked over at them for a bit before taking a peek at MJ's feet as she moved around a bit more.

' _Not sure why I'm staring, but… eh. Somehow they just seem… I dunno, a bit… cute…'_ Peter thought before he looked back at some other stuff.

* * *

"So, you're part Japanese?" MJ asked.

"Yea," Peter nodded as he was working on eating some ramen with chopsticks, "On my mom's side."

"Well… ain't that a surprise," Gwen added.

"Would almost be as surprising as me randomly finding out I had a younger sister I never knew about…" Peter joked.

"With everything that happened to your parents, I don't know if you should say that…"

" _No spoilers on that just yet."_

"...what happened to his parents?"

"...all I remember is that there was a plane crash," Peter responded before he finished eating.

"Right… sorry to hear," MJ told Peter as she hugged him.

Gwen simply gave a bit of a jealous look before she also hugged Peter.

"It's ok, girls…" Peter told them.

"Why don't we go and look at something you wanna do, now?" MJ suggested.

"R-Right…"

* * *

The trio roamed around the mall for a bit to find something that Peter would find interesting. Eventually, they came across a GameStop and looked around to see what they could get.

"So many games, so little time…" MJ commented.

"Yea… gotta wonder what to pick," Gwen added.

Peter eventually noticed a demo booth for a fighting game, gave a small shrug, and headed on over to try it out.

"Ooh. This game looks like fun. Why don't we try it out and have some fun?" MJ offered.

"...sure," Peter smiled.

They looked over the roster available for the demo, picked their characters, and got ready.

-Wow, our opponents look pretty tough this time, don't they, Narukami?-

-No worries! With my Persona and your Semblance combine, no enemy can stand against us!-

-Let's go, Noel! I'll leave you behind if you don't move quick!-

-You too, Makoto! Keep up with me!-

-Can't escape from crossing fate. FIGHT!-

The two quickly started the match, the two fighting rapidly and quickly, and it got heated quick. Gwen, meanwhile, simply watched for a bit before she just roamed around, trying to check out other games.

"Let's see… what other games are there…? Um… hmm…" she muttered as she looked at a copy of Kirby Triple Deluxe, "Seems cute…"

She proceeded to buy the game with some money she brought. She turned back to see Peter and MJ had wrapped up their match and the latter had won.

"Wow… you're good at video games…" Peter sighed.

"More like I got lucky…" MJ admitted, "Seriously, I've never heard of this game before playing the demo just now. Anyway… since you lost… you need to… uh… hmm…"

She thought for a little bit as she looked around for inspiration, her eyes eventually coming to rest on her feet, "You need to tend to my feet at some point in the near future."

"...alright…" Peter shrugged.

" _That was a little odd I will admit, but a bet was a bet. ...actually, did we even bet? I kinda can't remember…"_

The trio soon left the GameStop, talking a bit before the lights went out all around them. Everybody got a bit nervous as some robbers began to walk in.

"Alright, everybody, keep calm and you'll be able to leave alive," a robber told people.

Peter, due to the lack of lights, was able to slip away.

"This mall owes our boss a lot of money it hasn't paid up, so we've come to take the cash or else some people will be paying for it…" one goon spoke. Another chuckled at the unintentional pun, but the main goon smacked him upside the head.

Some people started to hand over their money, the bandits keeping their guns aimed at whoever they could aim them at. However, as this went on, the girls looked on with a bit of fear and confusion, but kept a calm demeanor even in spite of being a bit scared.

One of the thieves turned towards the two, managing to see them a bit due to some night-vision goggles before approaching them, "Hello ladies…"

"...oh boy…" they both sighed.

"You're coming with us, ladies," he smirked.

"Not on your life," MJ responded as she tried to grapple with him.

Gwen managed to notice another guy taking aim with a gun, so she quickly ran over and tackled him to the ground.

"Gwen?"

"Over here…" Gwen called out before she noticed something, "...oh great… I lost my glasses…"

There was then a bit of a metallic 'crunch' sound.

"...great… I can't see without them…"

"Here, let me help," MJ said as she hurried over to help Gwen get up, "Why'd you tackle that guy?"

"I saw he was aiming a gun at you, so… I tried to stop him before you got hurt…"

"Thanks," MJ smiled.

The two goons growled a bit as they aimed their guns, but some webbing quickly yanked them away. They all turned and saw Spider-Man was there.

"So, some goons looking to rob a mall? What happened to simply robbing a bank for cash? Don't answer that."

He leapt down to the ground, quickly shooting out some webbing at the guns, blocking them up and quickly rushing in to get them away from the grunts. He also quickly shot some webbing at the night vision goggles the goons had on to keep them from seeing.

"How can he see us?!" one goon yelled.

"He's probably got night vision under that mask!"

"Trade secrets, fellas," he smirked as he dodged under some punches. He quickly shot another web blast that managed to stick him to a wall that was nearby MJ and Gwen.

"So… you would risk your life to keep me safe?" MJ asked.

"We may compete for Peter, but you are my friend Mary Jane. I can't even imagine what would happen if you were gone…"

"Same to you," MJ smiled as she hugged Gwen, "You really are my best friend."

Spider-Man, having overheard this, gave a soft smile under his mask. However, he soon got back to webbing up the last of the criminals. He then zipped away as the mall security arrived.

* * *

Peter, MJ and Gwen were now leaving the mall, the girls looking confused as Peter clumsily said where he was.

"You were just hiding?" MJ asked Peter.

"Well… yea. Can you blame me for being scared?"

"...I'm just happy you're safe…" Gwen responded before she turned to MJ, "And thanks for helping to get me home. I owe ya."

"Think nothing of it. What're friends for?"

Peter gave a soft smile as they continued on their way together.

" _While there was some excitement I didn't see coming… it was nice to just have a mostly quiet day with the two of them. In the end, I'm glad to have friends like MJ and Gwen with me. ...even if they do occasionally give me a headache…"_

* * *

 **Pikatwig: That was a cute ending.**

 **KKD: Yea, sure was.**

 **Pikatwig: Just wanted to have some fun filler after the big crossover. I will say that there is at least one more non-Marvel owned crossover planned for this story, but we're a long ways away from that chapter. Anyhow… overall thoughts?**

 **KKD: A nice quiet chapter, just a slice of life between our hero and his two leading ladies. It's a fun romp for all it's worth.**

 **Pikatwig: In agreement. So… one thing I wanna address is how MJ was barefoot in this chapter. While I was skimming some info about MJ for future ideas for this story, I discovered that, at some points in the comics, she went around barefoot. It was just something on occasion. We debated including it in this story and KKD was ultimately the one who put it into the chapter.**

 **KKD: If it works, it works.**

 **Pikatwig: She won't do it all the time, just every so often. Just so you people know.**

 **KKD: Fair enough. But it's like that in the comics, anyway.**

 **Pikatwg: Anyway, I figured maybe we could focus on the dynamic between Peter, MJ and Gwen to see how they interact with just the three of them. MJ and Gwen may both compete for Peter, but they are still friends with each-other. Just the competition just gets a bit ignited if Peter is in the same area.**

 **KKD: It works.**

 **Pikatwig: And as for how they dressed in the chapter… well, it lines up with their characters. As one Marvel employee commented, and I'm paraphrasing here, MJ's a bit more dynamic than Gwen. So, having MJ dress a bit provocatively and Gwen dress more plainly makes sense.**

 **KKD: I can agree there.**

 **Pikatwig: Also… the little flashback to them seeing some Infinity Wars spoof… yea, I got the idea from SAO. I figured it would work.**

 **KKD: Yea, I guess it does.**

 **Pikatwig: Favorite part?**

 **KKD: Kinda tricky this time. Not much stood out as I thought it would.**

 **Pikatwig: Or at least a moment that stood out to you?**

 **KKD: I guess them just playing the BlazBlue Cross Tag Battle game.**

 **Pikatwig: Demos of that are in some GameStops and the open beta recently came out. Just thought it would be neat. Also, Heisei Generations Final came out on DVD. Some cool stuff was there.**

 **KKD: K.**

 **Pikatwig: My favorite… I'll admit, I kind of can't decide. There were a lot of good moments in this chapter, like the interactions between the group, them just playing the game, and the cute moment between MJ and Gwen. Just… so much nice stuff here.**

 **KKD: Yea, agreed. But for those of you craving action, we got you covered soon, if not next time.**

 **Pikatwig: Harry will be in the next chapter… as will his father. No Green Goblin yet. We're a ways away from him as well.**

 **KKD: Yea, need to establish the two in their own right first.**

 **Pikatwig: Anything else to mention?**

 **KKD: ...Eh. Not really.**

 **Pikatwig: Just asking.**

 **KKD: Jaa ne.**

 **Pikatwig: Just Live More.**


	6. Chapter 6

**Pikatwig: Uh… apologies about this story having gone onto hiatus for a while. It's just been some busy times for the lot of us.**

 **KKD: Not to mention the holidays and all that stuff that went down behind the scenes.**

 **Pikatwig: And then… well… we lost the Spider-Man co-creators last year. ...that bites.**

 **KKD: Really stings. I already started my personal massive crossover story in memory of them, the late great Stan Lee in particular. Shameless plug is shameless.**

 **Pikatwig: The opening author bit needed to be re-written, which is likely a thing I'll need to do for a few things I've been working on, because of how dated it is. It was the day Wibble Wobble stopped being run and Cross Tag Battle came out in Japan. So… yeah. That was a while back and now we're set for the future. It is the first day of 2019 as we're starting this. T-minus 80 years until Miguel o'Hara.**

 **KKD: I get it. But for now, let's cut back to the story. Ready?**

 **Pikatwig: Yeah.**

 **Disclaimers: Neither KKD nor Pikatwig own anything in this story as it is a fan-based project. Spider-Man and any associated properties within are owned by Marvel Comics, Walt Disney Studios, Stan Lee, Steve Ditko, and their respective creators and owners. The only things the authors own are the original concepts and idea introduced within.**

* * *

It was an early Sunday morning in New York City. Mary Jane was out on a jog to get a bit of a workout in, trying to stay fit for a volleyball game, but on her way she spotted a head of red hair in the grass by Central Park and looked to see a young girl with red hair, a white top on top of a black on, a pink and lavender skirt with a purple belt, and white, purple, and lavender shoes.

"Wait…"

* * *

" _...oh… uh…" a blonde girl started to stutter as she nervously held her sketchbook up to MJ, showing pictures of the blonde herself and a red-haired girl, "Uh… th-th-this is… my… my uh… sister… have you s-seen her?"_

* * *

"This must be her…" she muttered as she walked over to the girl, "Hey. You ok?"

The girl didn't respond.

"Hello?"

The girl barely opened her eyes, showing they were blank and almost lifeless...

* * *

Later that day, Peter was standing over at the cafe. He looked at his phone to see a text from MJ.

-Sorry, can't make it today. Something came up. See you around, Tiger.-

"Man… of all the days…" Peter sighed.

"Hey, Pete," Harry called out as he walked over, smiling as Peter looked up to see him, "How are you?"

"Oh, fine, Harry… but, no MJ today. She got caught up with something," Peter informed.

"And Gwen said she was busy doing something with her dad today since he had time off. So I guess it's just us today," Harry commented.

"Yea… seems like it," Peter nodded.

Harry then guided Peter towards a limo, the latter still amazed as they got into it.

* * *

"So… dad recently implemented a new policy at the Oscorp building. No phones that can use cameras in work areas, so don't have your phone out," Harry informed.

"Ok, ok. I won't pull it out," Peter assured, "Mind my asking why?"

"Something about an experiment breaking out because an ex-employee had pictures of access codes."

"Huh… alright…"

"It's kind of scary that somebody would try and sabotage us…" Harry commented, looking around a moment and getting nervous, "Y'know, I worry about enemies of my dad trying to hurt me… and criminals… and crazy people… and-"

"Harry… your paranoia…" Peter calmly said.

In response, Harry started to take deep breaths. After a bit, he calmed down enough to look forward and managed to guide Peter into the Oscorp building. The two then found Norman in the middle of looking over some papers, looking a bit annoyed, but clearly focused.

"Hey dad," Harry greeted.

"Oh. Harry. Good to see you…" Norman responded, "Oh, Peter. Good to see you as well. What can I do for you boys?"

"We were wondering what you were up to," Harry asked, "We were going to go hang out upstairs, but I wanted to see you first."

"You're more than welcome here to hang out with Harry, Peter. Just remember the new policy I put in place is all," Norman calmly told them.

"Alright," Peter nodded.

* * *

The two boys then found themselves upstairs and began to take some things out, including some board games, card games, and a couple video games. They quickly set some stuff up and prepared to begin having some fun.

" _Me and Harry… dorks at heart, friends for life. ...so I thought. But… spoilers for way later. For now, Harry and I were just going to hang out and do our normal thing. Even if there were some shady rumors about Norman Osborn… nobody as bad as that could've raised Harry."_

"I now roll the dice of magic to decide how much my attack will do!" Harry declared, rolling 20-sided dice, landing on a 13, "I cast my spell and you'll lose over 1000 HP."

"Not if I can cast my call of defense first! Go dice go," Peter countered, rolling his own die, landing on a perfect 20, "Perfect! Instant counter, I take no damage, AND you take half the damage you would've dealt me!"

"Dang it…" Harry growled.

* * *

The duo continued on until a buzzer went off.

 _-I brought some pizza!-_ Norman informed from an intercom.

"Cool!" Harry smiled as the two quickly opened up the door and let Norman in, "Thanks, dad!"

"No problem, Harry. Mind if I join you?"

"Uh… well, you don't usually do that…"

"I have the time to for once. So… do you mind?"

Harry gave a smile as he motioned for his dad to come in.

* * *

The trio happily ate the pizza and managed to get through two of the five boxes.

"Sorry if it's not to your liking, Peter. I keep forgetting what you like and end up getting something that's plain…" Norman told him.

"It's fine," Peter assured.

"I like some plain pizza from time to time too," Harry stated.

The two friends smiled as they finished their slices and then looked to Norman.

"So… what do you even do all day?" Peter asked, "I've known you for a long time, but I've never heard what you actually… y'know… do."

"Well… I suppose if you can keep a secret, I can tell you."

"Promise."

"You know the Super Soldier Serum, right?"

"Of course. It's what made Captain America into Captain America."

"Well… it's never been recreated ever. My company is working to try and recreate it. Imagine what we could do with more of it. We could defend our shores with people as strong as him, have disease be less transmutable, and prevent the development of ailments like diabetes for instance."

"Wasn't Captain America an asthmatic?" Peter asked.

"You'd think a Super Soldier Serum would be capable of curing that, but it couldn't and somehow he stayed that way…"

"How long do you think that will go on for?" Harry asked.

"It's never been capable of being tested on humans, so we've mostly tested on animals…"

" _And boy does it have interesting effects on animals…"_

* * *

Meanwhile, in another building in New York, a large, seemingly obese man with a bald head, wearing a white suit with gold accents, a black tie, and what looked to be gauntlets covering his hands was sitting in a room and waiting for a phone call. The phone soon rung and he picked it up while looking at a picture of Captain America.

"Hello?"

 _-We have confirmation of a testing prototype of Super Soldier Serum at Oscorp's main HQ. We are prepared to extract it on your orders.-_

"Excellent. Be sure to follow the plan to a T…"

 _-Yes sir.-_

He hung up and continued to observe New York with a calm look on his face.

* * *

"Well, it was nice to hang out with you," Harry smiled, "See you at school."

"I'll be sure you get home safely, Peter," Norman told him calmly as he guided Peter out of the apartment, "So, just wondering, what was the curiosity about what I do?"

"I've known Harry for how long and you've never once brought up what makes you busy…" Peter responded.

"Fair enough," Norman conceded, "At least you know one of the many things on my current list of things to do. For now, many of the other things are far too classified, so-"

There was a sudden flicker of lights and then an alarm began to sound off.

"Oh no…"

Clicking noises were heard before people began to run in fear from something.

-This is the the sledgehammer school! We work for Hammerhead! Surrender the Super Soldier Serum research now and nobody will be hurt!-

"Ordinarily… I'd appreciate a good play on words…" Peter muttered. He then heard sparking and the power shut off completely, "Oh boy…"

"Peter, find somewhere to hide. This might get a little messy…" Norman told him.

"Got it," he nodded as he quickly started to run.

* * *

Norman eventually reached the leader of the squad and saw that the man in question was wearing a mostly blue outfit and had what looked to be a shark mask over his head and swat-grade armor along with wielding several rifles, pistols, and other assorted military-grade weapons.

"Hand over what we want…" the leader told him.

"I don't have what you want…"

Webbing suddenly hit the guns of the troops before they were yanked away from them.

"What the?!"

"Honestly, you sharks really want to bite into something, bite into something that won't cost millions of dollars to replace," Spider-Man joked as he got on a pedestal.

"The spider?!" one of the squad members yelled.

"Waste him!"

The troops tried to fire at Spider-Man, but he swiftly dodged every shot and managed to web up the guns. He swung on down and began to beat up the squad.

"...and now I know something important…" Norman muttered.

" _Hindsight… had the villain not pulled this plan and made me appeared, I think things would've turned out a heck of a lot better for Norman and Harry. But as for now, this looked to be a good thing…"_

The group was able to counter attack Spider-Man, yet he quickly managed to knock them back. One managed to grab his gun and approached Spider-Man as he was quickly fighting off the other guys at high speeds, flipping around to avoid various punches towards his chest.

" _Spider Sense is useful… but if I have to many things to process at once, well…"_

The grunt with the gun managed to smack Spider-Man on the side of the head with the butt of his gun, causing the wall-crawler to land flat on his back.

" _It may not work…"_

Spider-Man held his head and groaned in pain as he backed away, "Ow…"

"Get him!'

Spider-Man managed to quickly disarm the grunt and use the gun as a melee weapon with his webbing. He swung the firearm around until all of grunts were knocked out.

"Alright… that's it…" Spider-Man muttered as he headed towards the exit. Suddenly, the exit began to close, "Must be trying to keep those guys in. Better get out…"

He quickly webbed the outside and pulled himself out just before the entrance got sealed up.

* * *

The police had arrived and were investigating the crime scene, making sure to inspect everything as people were being taken out of the building for safety's sake.

"How's Harry?" Peter asked when he managed to locate Norman.

"He had a bit of a panic attack, but he's calming down now," Norman informed as he turned to Peter and noticed a bump, "What happened to you?"

"I guess I bumped into something while I was looking for a good hiding spot…" Peter responded.

"I'll make sure you get a police escort to the hospital to make sure it's not serious…"

"Thanks," Peter smiled.

* * *

"Nice to meet you, miss…" Peter began as he was guided to a police car.

"Watanabe. Yuri Watanabe," the officer politely said as she opened the door so Peter could get in.

"Peter Parker."

Yuri got into the driver's seat and drove off. Norman, meanwhile, gave a sigh as he looked around. He then heard his cellphone buzz and picked it up.

"Hello?"

 _-Good day, Osborn.-_

"Fisk? What do you want?"

 _-I'm watching the news right now and saw Hammerhead attacked your company. I know how important your company and family are, and I'd like to consider myself as much of a family man as you. So from one man to another, I will help tighten security around Oscorp, as long as you tell me about one research project,-_ Fisk offered.

"Just one thing?"

 _-Any one thing.-_

"Well… there's something in beta that the researchers have decided to call 'Devil's Breath' for some reason…"

* * *

About an hour or so later, Peter had finished being looked at and the doctor looked to him and Aunt May.

"It's nothing too serious. You'll need to keep an ice pack there for a few days though," a doctor informed.

"Thanks, doc," Peter smiled.

"Let's get home," Aunt May told Peter as the two walked out of the two walked out and, as they left, saw MJ talking to another doctor.

"So… how's her condition?" MJ asked.

"Honestly…? We don't know. Her heart is beating quite erratically and she seems to have ended up in quite a deep coma. That girl is quite the mystery seeing she just won't wake up no matter what we try. I think we're going to need to bring in somebody mystical to look her over."

"Alright," MJ nodded, "I'll be sure to let her sister know that she is here."

* * *

"...hey, sorry about making you worry about me for just a head bump I got from hiding…" Peter told Aunt May as she drove him home.

"...you got that from being Spider-Man, didn't you?"

"Yes…"

"Peter, you should know better than to hide that…"

"Sorry… just was a little worried somebody might be listening since it was Hammerhead's men…"

"And, if I know you, you're going to keep superheroing even with that injury."

"...I have a great power and a great responsibility as a result…"

"It is important you understand that… but please don't let that get in the way of your health."

"Gotta keep upholding Uncle Ben's words as best I can… even if it means at the risk of my health…" Peter told her simply, "But… I will try to keep my health in mind as I keep doing what I can."

"That's all I ask."

Peter nodded as Aunt May continued the drive home...

* * *

 _ **In memory of the Creators of Spider-Man and the kings of Marvel Comics…**_

 _ **Steve Ditko**_

 _ **1927-2018**_

 _ **and Stan "The Man" Lee**_

 _ **1922-2018**_

 _ **Soar high in the heavens you amazing creators, for bringing tales of fantastic, mighty, sensational, colossal, and spectacular proportions for the ultimate heroes of modern fiction. You have brought such great joy to readers everywhere. And to every true believer out there reading this, I thank you for taking the time to read this dedication to these great men we lost too soon.**_

 _ **R.I.P. Steve and Stan.**_

' _ **Nuff said.**_

 _ **...Excelsior!**_

* * *

 _ **(After writing)**_

 _ **KKD: I realize this is pretty much the same thing I wrote in honor of the aforementioned men AND Jack Kirby in my Ultimate Secret Wars story, but let's just go with it since Pika is fine with it.**_

* * *

 **Pikatwig: I remember there was rumors that the falling out Steve Ditko and Stan Lee had didn't have anything to do with the identity of the Green Goblin, but if that is the case, well, the true reason is forever lost to the great beyond.**

 **KKD: Yea… shame they broke up. They set up many great things about this iconic hero.**

 **Pikatwig: This was going to be dedicate to just the memory of Steve Ditko… then we lost Stan Lee. ...kind of makes the theme of 'loss' in the PS4 game a bit harder to stomach. No spoilers about why I say the theme is 'loss'.**

 **KKD: Right.**

 **Pikatwig: For the record… have you even finished the main campaign?**

 **KKD: Not yet.**

 **Pikatwig: Ugh. ...I want to talk to SOMEBODY about that game, but nobody wants spoilers. Ugh… *sighs* Ah well. Anyway… a slight thing that got inspiration from the game is the appearance of Yuri Watanabe. I never heard of her before the PS4 game and I've grown fond of the character. What helps her bond with Peter in that game, in my opinion at least, is how their VAs are married in real life.**

 **KKD: Huh. Neat.**

 **Pikatwig: Which, without spoiling the DLC, makes stuff that happens there all the more tragic.**

 **KKD: Ouch.**

 **Pikatwig: Yuri hasn't appeared in the comics for a long time given a dramatic turn of events… and if the game gets a sequel, that turn is likely going to be there. Again, no spoilers for the DLC. We will be having some influences from the PS4 game going forward, but nothing that'll risk spoiling.**

 **KKD: Right.**

 **Pikatwig: And… sorry if this chapter is short. It's been months since we last worked on it and I kind of forgot what we were going to do with it beyond having Peter interact with Norman.**

 **KKD: Oh yea.**

 **Pikatwig: Our bad…**

 **KKD: Sorry.**

 **Pikatwig: So… thoughts on the chapter, though?**

 **KKD: Overall, I thought it was fun, and I'm glad we could get back to this.**

 **Pikatwig: Same. Favorite part? Mine was kind of the small introduction we had to Yuri and the pizza scene.**

 **KKD: I don't really have much of one at this time, admittedly. But this was a good chapter regardless.**

 **Pikatwig: And… are you going to make any references to a certain game and pizza?**

 **KKD: …Spider-Man 2? Maybe.**

 **Pikatwig: Well… I think that's about it for now. Rest easy Stan Lee and Steve Ditko and know your legacy will remain alive for a long time.**

 **KKD: Excelsior, my friends.**

 **Pikatwig: Just Live More.**

 **KKD: *salutes* Jaa ne. Now let's go grab a slice.**


End file.
